SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2001

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-29804

                                 eClickMD, Inc.
                                 --------------

             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   82-0255758
                                   ----------
                     (I.R.S. Employer Identification Number)

                    201 East Main Street, Brady, Texas 78625
                    ----------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (915) 792-8400
Securities registered pursuant to Section 12(b) of the Act: None, Securities
registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.001 PAR VALUE
                         -----------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Report on Form 10-KSB or any
amendment to this Report on Form 10-KSB. ____

The issuer's revenues for its most recent fiscal year ended December 31, 2001
were $438,708.

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the Registrant as of January 31, 2002
(based upon the average bid and asked price) was $2,234,635.

Issuers involved in Bankruptcy Proceedings During the Past Five Years. Not
Applicable.

The number of shares of the issuer's Common Stock, par value $.001 per share,
outstanding as of December 31, 2001 was 17,121,368 of which 5,657,303 shares
were held by non-affiliates.

Documents Incorporated by Reference. Yes.

Transitional Small Business Issuer Format. Yes [ ] No [X]
<PAGE>

                                  RISK FACTORS

Some of the information in this Report on Form 10-KSB contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as may, will, expect, anticipate,
believe, estimate, and continue or similar words. You should read statements
that contain these words carefully because they (1) discuss our future
expectations; (2) contain projections of our future results of operation or of
our future financial condition; or (3) state other forward-looking information.
We believe it is important to communicate our expectations to people that may be
interested. However, unexpected events may arise in the future that we are not
able to predict or control. The risk factors that we describe in this section,
as well as any other cautionary language in this Report on Form 10-KSB, give
examples of the types of uncertainties that may cause our actual performance to
differ materially from the expectations we describe in our forward-looking
statements. You should know that if the events described in this section and
elsewhere in this Report on Form 10-KSB occur, they could have a material
adverse effect on our business, operating results and financial condition.

RISKS RELATED TO OUR HEALTHCARE ELECTRONIC SERVICES

WE ARE ENGAGED IN A BUSINESS THAT PROVIDES HEALTHCARE ELECTRONIC COMMERCE
SERVICES AND THAT ONLY RECENTLY BEGAN TO GENERATE REVENUES AND HAS INCURRED NET
LOSSES SINCE INCEPTION. We began our current operations in the fall of 1999 upon
the closing of our reorganization with Link.com, Inc., a privately-held Nevada
corporation, which is now known as Link.com Opps, Inc. We were originally
incorporated under the name Center Star Gold Mines, Inc. for the prior purpose
of exploring commercial gold deposits, and we owned various unpatented mining
claims near Grangeville, Idaho. We abandoned our last mining claim in 1995. Upon
our reorganization with Link.com Opps, Inc., or the Reorganization, we changed
our business to the healthcare e-commerce industry, specifically connecting
physicians, home health agencies and nursing homes via electronic medical record
(EMR) products and services. In August 2000 we changed our name to eClickMD,
Inc. (the Company or eClickMD). While we have developed or purchased and
continue to develop several EMR products, we have not yet delivered some of our
healthcare e-commerce services. We did not generate our first EMR revenues until
the quarter ended September 30, 1999. As of December 31, 2001, we had an
accumulated deficit of $6,738,766. We expect to continue to incur significant
development, deployment and sales and marketing expenses in connection with our
business and to continue to incur operating losses for at least the next two
fiscal years. We may never achieve or sustain profitability. The provision of
services using Internet technology in the healthcare e-commerce industry is a
developing business that is inherently riskier than businesses in industries
where companies have established operating histories.

WE WILL NOT BECOME PROFITABLE UNLESS WE ACHIEVE SUFFICIENT LEVELS OF PHYSICIAN
PENETRATION AND MARKET ACCEPTANCE OF OUR SERVICES. Our EMR business model
depends upon usage by a large number of physicians with a high volume of
healthcare transactions and to sell home healthcare e-commerce services to
payers and other healthcare constituents. The acceptance by physicians and other
healthcare providers of our EMR solutions will require adoption of new methods
of conducting business and exchanging information. We cannot assure you that
physicians or other health care providers will integrate our services into their
office workflow, or that the healthcare market will accept our services as a
replacement for traditional methods of conducting healthcare transactions. The
healthcare industry uses existing computer systems that may be unable to access
our Internet-based solutions. Customers using existing systems may refuse to
adopt new systems when they have made extensive investment in hardware, software
and training for existing systems or if they perceive that our products or
services will not adequately protect proprietary information. Failure to achieve
broad physician or health care organization penetration or successfully contract
with healthcare participants, would have a material adverse effect on our
business.

Achieving market acceptance for our products and services will require
substantial marketing efforts and expenditure of significant funds to create
awareness and demand by participants in the healthcare industry. Our management
believes that we must gain significant market share with our services before our
competitors introduce alternative services with features similar to our
services. There can be no assurance that we will be able to succeed in
positioning our services as a preferred method for healthcare e-commerce, or
that any pricing strategy that we develop will be economically viable or
acceptable to the market. Failure to successfully market our products and
services would have a material adverse effect on our business, financial
condition and operating results.

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OUR BUSINESS PROSPECTS WILL SUFFER IF WE ARE NOT ABLE TO QUICKLY AND
SUCCESSFULLY DEPLOY OUR EMR SYSTEMS AND PRODUCTS. We believe that our business
prospects will suffer if we do not deploy our services quickly. We began
allowing access to our Web-based EMR system in November of 2000 and intend to
expand deployment of access to our Web-based EMR services during the year 2002,
although there can be no assurance that we will be able to continue to do so
during this time, or at all. In order to deploy our services, we must integrate
our architecture with physicians', payers' and suppliers' systems. We will need
to expend substantial resources to integrate our EMR systems with the existing
computer systems of large healthcare organizations, home health care
organizations and physicians. We have limited or no experience in doing so, and
may experience delays in the integration process. These delays would, in turn,
delay our ability to generate revenue from our services and may have a material
adverse effect on our business, financial condition and operating results. Once
we have deployed our EMR system, we may need to expand and adapt it to
accommodate additional users, increased transaction volumes and changing
customer requirements. This expansion and adaptation could be costly. We may be
unable to expand or adapt our network infrastructure to meet additional demand
or our customers' changing needs on a timely basis and at a commercially
reasonable cost, or at all. Any failure to deploy, expand or adapt our system
quickly could have a material adverse effect on the Company's business,
financial condition and operating results.

WE DO NOT CURRENTLY HAVE A SUBSTANTIAL CUSTOMER BASE AND OUR REVENUES WILL
INITIALLY COME FROM A FEW PAYERS IN ONE GEOGRAPHIC MARKET. We currently do not
have a substantial customer base. In addition, we expect that initially we will
generate a significant portion of our revenue from providing our products and
services in Texas, Louisiana, Mississippi, Alabama, North Carolina, Tennessee
and Oklahoma. If we do not generate as much revenue in this market or from these
payers as expected, our revenue will be significantly reduced, which would have
a material adverse effect on our business, financial condition and operating
results.

WE ARE SUBJECT TO SIGNIFICANT COMPETITION. Our business operates in a highly
competitive environment. Many healthcare industry participants are consolidating
to create integrated healthcare delivery systems with greater market power. As
the healthcare industry consolidates, competition to provide products and
services to industry participants will become more intense and the importance of
establishing a relationship with each industry participant will become greater.
These industry participants may try to use their market power to negotiate price
reductions for our products and services. If forced to reduce our prices, our
operating results could suffer if we cannot achieve corresponding reductions in
our expenses.

WE MAY EXPERIENCE SIGNIFICANT DELAYS IN GENERATING REVENUES FROM OUR SERVICES
BECAUSE POTENTIAL CUSTOMERS COULD TAKE A LONG TIME TO EVALUATE THE PURCHASE OF
OUR SERVICES. A key element of our strategy is to market our services directly
to large healthcare organizations, including home health care organizations and
nursing home facilities. We do not control many of the factors that will
influence physicians', payers' and suppliers' buying decisions. We expect that
the sales and implementation process will be lengthy and will involve a
significant technical evaluation and commitment of capital and other resources
by home health agencies, nursing homes, physicians, payers and suppliers. The
sale and implementation of our services are subject to delays due to such
organizations' internal budgets and procedures for approving large capital
expenditures and deploying new technologies within their networks.

OUR BUSINESS WILL SUFFER IF THE INTEGRITY AND SECURITY OF ITS SYSTEMS ARE
INADEQUATE. If we are successful in delivering our Web-based healthcare
e-commerce services, our business could be harmed if we or our present or future
customers were to experience any system delays failures or loss of data.
Although we intend to have safeguards for emergencies, the occurrence of a
catastrophic event or other system failure at our facilities could interrupt our
operations or result in the loss of stored data. In addition, we will depend on
the efficient operation of Internet connections from customers to our systems.
These connections, in turn, depend on the efficient operation of Web browsers,
Internet service providers and Internet backbone service providers. In the past,
Internet users have occasionally experienced difficulties with Internet and
online services due to system failures. Any disruption in Internet access
provided by third parties could have a material adverse effect on our business,
financial condition and operating results. Furthermore, we will be dependent on
hardware suppliers for prompt delivery, installation and services of equipment
used to deliver our services.

DESPITE THE IMPLEMENTATION OF SECURITY MEASURES, OUR INFRASTRUCTURE MAY BE
VULNERABLE TO DAMAGE FROM PHYSICAL BREAK-INS, COMPUTER VIRUSES, PROGRAMMING
ERRORS, ATTACKS BY HACKERS OR SIMILAR DISRUPTIVE PROBLEMS. A material security
breach could damage our reputation or result in liability to us. We retain
confidential customer information in our processing center and on our servers.
An experienced computer user who is able to access our computer systems could
gain access to confidential company information. Furthermore, we may not have a
timely remedy to secure our system against any hacker who has been able to
penetrate our system. Therefore, it is critical that our facilities and
infrastructure remain and are perceived by the marketplace to be secure. The
occurrence of any of these events could result in the interruption, delay or
cessation of service, which could have a material adverse effect on our
business, financial condition and operating results. A significant barrier to
e-commerce and communications are the issues presented by the secure
transmission of confidential information over public networks. We intend to rely
on encryption and authentication technology licensed from third parties to
secure Internet transmission of and access to confidential information. There
can be no assurance that advances in computer capabilities, new discoveries in
the field of cryptography, or other events or developments will not result in a
compromise or breach of the methods used to protect customer transaction data. A
party who is able to circumvent security measures could misappropriate or alter
proprietary information or cause interruptions in operations. If any such
compromise of our security or misappropriation of proprietary information were
to occur, it could have a material adverse effect on our business, financial
condition and operating results. We may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by security breaches. We may also be required to spend
significant resources and encounter significant delays in upgrading our systems
to incorporate more advanced encryption and authentication technology as it
becomes available. Concerns over the security of the Internet and other online
transactions and the privacy of users may also inhibit the growth of the
Internet and other online services generally, and our services in particular,
especially as a means of conducting commercial and/or healthcare-related
transactions. There can be no assurance that our security measures will prevent
security breaches or that failure to prevent such breaches will not have a
material adverse effect on our business, financial condition and operating
results.

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OUR OPERATIONS WILL ALSO BE DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF
SOFTWARE. Although we intend to use all necessary means to ensure the efficient
and effective development and maintenance of software, both activities are
extremely complex and thus frequently characterized by unexpected problems and
delays.

OUR EXPANSION THROUGH ACQUISITIONS MAY BE DIFFICULT TO IMPLEMENT AND MAY EXPOSE
US TO ADDITIONAL RISK. We maintain an acquisition program and intend to
concentrate our acquisition efforts on businesses that are complementary to our
core businesses. Such emphasis is not, however, intended to limit in any manner
our ability to pursue acquisition opportunities in other related businesses or
in other industries. We anticipate that we may enter into further acquisitions,
joint ventures, strategic alliances or other business combinations. These
transactions may materially change the nature and scope of our business.
Although our management will endeavor to evaluate the risks inherent in any
particular transaction, there can be no assurance that we will properly
ascertain all such risks. In addition, no assurances can be given that we will
succeed in consummating any such transactions, that such transactions will
ultimately provide us with the ability to offer the services described or that
we will be able to successfully manage or integrate any resulting business.

The success of our acquisition program will depend on, among other things:

o    the availability of suitable candidates,

o    the availability of funds to finance transactions, and

o    the availability of management resources to oversee the operation of
     resulting businesses.

Financing for such transactions may come from several sources, including,
without limitation:

o    cash and cash equivalents on hand,

o    marketable securities,

o    proceeds from new indebtedness, or

o    proceeds from the issuance of additional common stock, preferred stock,
     convertible debt or other securities

The issuance of additional securities, including common stock, or other
convertible securities could result in:

o    substantial dilution of the percentage ownership of the Company's
     stockholders at the time of any such issuance, and

o    substantial dilution of our earnings per share.

The proceeds from any financing may be used for costs associated with
identifying and evaluating prospective candidates, and for structuring,
negotiating, financing and consummating any such transactions and for other
general corporate purposes. We do not intend to seek stockholder approval for
any such transaction or security issuance unless required by applicable law or
regulation.

INTEGRATING OUR BUSINESS OPERATIONS WITH BUSINESSES WE MAY ACQUIRE IN THE
FUTURE, MAY BE DIFFICULT AND MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS. We may
acquire additional businesses in the future. The integration of companies or
businesses that we may acquire in the future involves the integration of
separate companies that have previously operated independently and have
different corporate cultures. The process of combining such companies may be
disruptive to their businesses and may cause an interruption of, or a loss of
momentum in, such businesses as a result of the following difficulties, among
others:

o    loss of key employees or customers;

o    possible inconsistencies in standards, controls, procedures and policies
     among the companies being combined and the need to implement and harmonize
     company-wide financials, accounting, information and other systems;

o    failure to maintain the quality of services that such companies have
     historically provided;

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o    the need to coordinate geographically diverse organizations; and

o    the diversion of management's attention from our day-to-day business and
     that of any company or business that we may acquire, as a result of the
     need to deal with the above disruptions and difficulties and/or the
     possible need to add management resources to do so.

Such disruptions and difficulties, if they occur, may cause us to fail to
realize the benefits that we currently expect to result from such integration
and may cause material adverse short- and long-term effects on our operating
results and financial condition.

UNCERTAINTIES IN REALIZING BENEFITS FROM A COMBINATION. Even if we are able to
integrate the operations of an acquired company or business into the company
successfully, there can be no assurance that such integration will result in the
realization of the full benefits that we expect to result from such integration
or that such benefits will be achieved within the time frame that we expect.

o    Revenue enhancements from cross-selling complementary services may not
     materialize as expected.

o    The benefits from the combination may be offset by costs incurred in
     integrating the companies.

o    The benefits from the transaction may also be offset by increases in other
     expenses, by operating losses or by problems in the business unrelated to
     the transaction.

RAPIDLY CHANGING TECHNOLOGY MAY ADVERSELY AFFECT OUR BUSINESS. All businesses
which rely on technology, including the healthcare e-commerce business that we
are developing, are subject to, among other risks and uncertainties:

o    rapid technological change;

o    changing customer needs;

o    frequent new product introductions; and

o    evolving industry standards.

Internet technologies are evolving rapidly, and the technology used by any
e-commerce business is subject to rapid change and obsolescence. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. In addition, use of the Internet may decrease if
alternative protocols are developed or if problems associated with increased
Internet use are not resolved. As the communications, computer and software
industries continue to experience rapid technological change, we must be able to
quickly and successfully modify our services so that we adapt to such changes.
There can be no assurance that we will not experience difficulties that could
delay or prevent the successful development and introduction of our healthcare
e-commerce services or that we will be able to respond to technological changes
in a timely and cost-effective manner. Moreover, technologically superior
products and services could be developed by competitors. These factors could
have a material adverse effect upon our business, financial condition and
operating results.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The success of our business is dependent
to a significant extent on our ability to protect the proprietary and
confidential aspects of our technology. Although we have filed a provisional
patent application on some of our processes, our technology is not patented and
existing copyright laws offer only limited practical protection. We rely on a
combination of trade secret, copyright and trademark laws, license agreements,
nondisclosure and other contractual provisions and technical measures to
establish and protect our proprietary rights. There can be no assurance that the
legal protections afforded to us or the steps taken will be adequate to prevent
misappropriation of our technology. In addition, these protections do not
prevent independent third-party development of competitive products or services.
Our management believes that our products, services, trademarks and other
proprietary rights do not infringe upon the proprietary rights of third parties.
There can be no assurance, however, that third parties will not assert
infringement claims against us or that any such assertion will not require us to
enter into a license agreement or royalty arrangement with the party asserting
the claim. As competing healthcare information systems increase in complexity
and overall capabilities or the functionality of these systems further overlap,
providers of such systems may become increasingly subject to infringement
claims. Responding to and defending any such claims may distract the attention
of our management and otherwise have a material adverse effect on our business,
financial condition and operating results.

                                       5
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GOVERNMENT REGULATION OF THE COMPANY'S BUSINESS COULD ADVERSELY AFFECT ITS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Our services may be subject to
extensive and frequently changing regulation at federal, state and local levels.
The Internet and its associated technologies are also subject to government
regulation. Many existing laws and regulations, when enacted, did not anticipate
the methods of healthcare e-commerce we are developing. We believe, however,
that these laws and regulations may nonetheless be applied to our healthcare
e-commerce business. It may take years to determine the extent to which existing
laws and regulations governing general issues of property ownership, sales and
other taxes, libel, negligence and personal privacy are applicable to the
Internet. Laws and regulations may also be adopted in the future that address
Internet-related issues, including security, privacy and encryption, pricing,
content, copyrights and other intellectual property; contracting and selling
over the Internet; and distribution of products and services over the Internet.
Accordingly, our healthcare e-commerce business may be affected by current
regulations as well as future regulations specifically targeted to this new
segment of the healthcare industry. While our products are designed to aid our
customers' compliance with certain government regulations, changes in these
regulations or their repeal could reduce the need for our products.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR REVENUES AND
EXPENSES. Our limited operating history makes it difficult to forecast our
future revenues and expenses. Although our revenues increased since the closing
of the Reorganization, you should not consider quarterly revenue growth as
indicative of future performance. Our revenues and operating results may be
adversely affected by a number of risks and uncertainties, including those
listed elsewhere in these risk factors. As a result, our revenues may not grow
at similar levels in future periods and may remain flat or decline over any
given period.

We base our forecast for expenses in part on future revenue projections. We
incur expenses in advance of revenues, and we may not be able to quickly reduce
spending if our revenues are lower than expected. In particular, we expect to
incur additional costs and expenses related to the following:

o    The development of relationships with marketing partners and value-added
     resellers, or VARs, and commerce service providers, or CSPs;

o    The development and expansion of our sales force and marketing operations;

o    The development and enhancement of existing and new products and services;
     and

o    The expansion of our management team.

We expect that our business, stock price, operating results and financial
condition could be materially adversely affected if our revenues do not meet our
projections or our net losses are greater than expected.

The expected fluctuations of our quarterly results could cause our stock price
to fluctuate or decline.

We expect that our quarterly operating results will fluctuate significantly in
the future based upon a number of factors, many of which are not within our
control. We plan to further increase our operating expenses in order to expand
our sales and marketing activities and broaden our product offerings. We base
our operating expenses on anticipated market growth, and our operating expenses
are relatively fixed in the short term. As a result, if our revenues are lower
than we expect, our quarterly operating results may not meet the expectations of
public market analysts or investors, which could cause the market price of our
common stock to decline. Our quarterly results may fluctuate in the future as a
result of many other factors, including the following:

o    Our ability to retain our existing customers and to attract new
     e-businesses, VARs and CSPs;

o    Customer acceptance of our pricing model;

o    Changes in the level of demand for our products or services;

o    Our success in expanding our sales and marketing programs;

o    The number, timing and significance of product enhancements and new product
     announcements by us or our competitors;

o    The length of our sales cycle;

o    The level of e-commerce transactions;

o    The evolution of related technology and the emergence of standards and
     competing technology; and

o    Changes in the level of our operating expenses.

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These risks and uncertainties are particularly significant for companies such as
ours that are in the evolving market for Internet products and services. In
addition, other factors that may affect our quarterly results are set forth
elsewhere in these risk factors. As a result of these and other factors, our
revenues and expenses may not be predictable.

Due to the uncertainty surrounding our revenues and expenses, we believe that
quarter to quarter comparisons of our historical operating results may not be
meaningful and our historical operating results should not be relied upon as an
indicator of our future performance.

WE MAY NOT BE ABLE TO SECURE FUNDING IN THE FUTURE NECESSARY TO OPERATE OUR
BUSINESS AS PLANNED. We require substantial working capital to fund our
business. We have had and are experiencing significant operating losses and
negative cash flow from operations since the closing of the Reorganization and
expect this to continue for the foreseeable future. In addition, we may incur
significant capital expenditures in connection with our planned expansion of our
products and services. Our capital requirements depend on several factors,
including the rate of market acceptance of our products and services, our
ability to expand our customer base, increased sales and marketing expenses, the
growth of the number of our employees and related expenses and other factors. If
capital requirements vary materially from those currently planned, we will
require additional financing sooner than anticipated. If additional funds are
raised through issuance of equity securities, the percentage ownership of our
stockholders will be reduced, and these equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock.
Additional financing may not be available when needed on terms favorable to us
or at all. If adequate funds are not available or are not available on
acceptable terms, we may be unable to develop or enhance our products and
services, adequately support and maintain relationships with key partners and
customers, take advantage of future opportunities or respond to competitive
pressures.

WE MAY BE UNABLE TO ADEQUATELY DEVELOP A PROFITABLE PROFESSIONAL SERVICES
ORGANIZATION, WHICH COULD AFFECT BOTH OUR OPERATING RESULTS AND OUR ABILITY TO
ASSIST OUR CLIENTS WITH THE IMPLEMENTATION OF OUR PRODUCTS. We cannot be certain
that we can attract, retain or successfully manage a sufficient number of
qualified professional services personnel. We believe that growth in our product
sales depends on our ability to provide our clients with these services and to
attract and educate third-party consultants and service providers to provide
similar services. As a result, we expect to significantly increase the number of
our services personnel to meet these needs. New services personnel will require
extensive training and education and take time to reach full productivity.
Competition for qualified services personnel with the appropriate
Internet-specific knowledge is intense. We are in a new emerging market, and a
limited number of people have the skills needed to provide the services that our
customers demand. To meet our needs for services personnel, we may also need to
use more costly third-party service providers and consultants to supplement our
own professional services organization. We cannot be certain that our
professional services revenue will exceed professional services costs in future
periods. Difficulties we may encounter in managing our growth could adversely
affect our results of operations.

ITEM 1. BUSINESS
                                     General

eClickMD, Inc., formerly known as Link.com, Inc. and Center Star Gold Mines,
Inc. (the Company or eClickMD) was incorporated in Idaho in 1961, for the
primary purpose of exploring for commercial gold deposits and operated under the
name of Center Star Gold Mines, Inc. (CSGM). The Company had owned various
unpatented mining claims near Grangeville, Idaho, from 1962 until the last
mining claim was abandoned in 1995. The claims were abandoned because the
Company did not have adequate working capital in order to pay the annual
maintenance fee of $100 per mining claim to the U.S. Bureau of Land Management.
From 1995 until the reorganization with Link.com, Inc. the Company was inactive.
During 1998 the Company changed its domicile to the State of Nevada and is now a
Nevada Corporation, and effected a one-for-four reverse split of the outstanding
shares of common stock effective on August 12, 1998.

                             The Company's Business

Link.com, Inc., a privately held Nevada corporation (Link.com), was co-founded
by Marion Robert Rice and Andy W. McBee to develop Internet software products
for use by physicians and other health care providers. This company was
originally incorporated in Nevada on May 12, 1999. On August 31, 1999, this
company purchased the assets and liabilities of two entities: National Health
Care Information Systems, LLC, a Texas limited liability company (National
Health Care) organized on November 4, 1998, and Venture Information Systems,
LLC, a Texas limited liability company (Venture Information), organized on
August 7, 1996. National Health Care was organized to develop a product known as
scanware, which was designed to scan specific documents for clinical tracking of
patient care and the financial reporting resulting from a patient's care. There
have been limited sales of this product. Venture Information was created to
develop and implement the Company's first software known as DocLink.

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                               The Reorganization

On September 20, 1999, CSGM entered into an Agreement and Plan of Reorganization
(the Reorganization Agreement) with Link.com, Inc. Pursuant to the
Reorganization Agreement, the shareholders of privately-held Link.com agreed to
exchange 100% of the issued and outstanding shares of common stock or 25,000
shares, in exchange for 10,388,898 shares of CSGM's common stock with a par
value of $0.001 (the Common Stock). For accounting purposes, the acquisition of
Link.com by CSGM is treated as a recapitalization of Link.com with Link.com as
the acquiror (a reverse acquisition). Accordingly, the historical financial
statements are those of Link.com and its predecessors, Venture Information and
National HealthCare. Subsequent to the merger, the Board of Directors of CSGM
approved a reverse split of the outstanding shares at the rate of one share for
every 4.5 shares outstanding. The Board of Directors also approved a change of
CSGM's name to Link.com, Inc. in September, 1999. Pursuant to a Written Consent
in Lieu of a Special Meeting of Shareholders dated May 26, 2000, the following
actions were taken: the Company's name was changed to eClickMD, Inc., and the
Company's authorized capital stock was increased to 65,000,000 shares including
a series of blank check preferred stock consisting of 15,000,000 shares.

                               Industry Background

Health care is still a highly fragmented, local industry. Nearly half of the
nation's 600,000 physicians work in practices with only one or two doctors and
most of the country's 5,000 hospitals operate independently, according to the
American Medical Association (Gravitz, 2000). However, annual spending for
health care was more than $1 trillion in 1996 and is expected to grow at an
unprecedented pace. According to the Centers for Medicare & Medicaid Services
(CMS), formerly Health Care Financing Administration, that number is expected to
reach $2.1 trillion by 2007. It is expected that spending on health care will
represent 17 percent of the GDP in 2007 (Whitten, Steinfield & Hellmich, 2001).

Health care is one of the most paper-intensive industries. In fact, some
industry analysts say that inefficiencies account for as much as 25% of this
$1.3 trillion industry (Cunningham, 2000). With no single entity that could
enforce technology guidelines, the government stepped in to mandate technology
security and patient confidentiality in 1996. Enforcement of the Health
Insurance Portability and Accountability Act (HIPAA) mandate as early as the
Fall 2002 is forcing latent technology adopters to move quickly, or risk stiff
penalties for non-compliance. While a few health care organizations are well on
their way to implementing HIPAA-ready technology, the vast majority has
underestimated the amount of time they will need to comply (Lanser, 2001). This
has caused a heightened sense of urgency within the health care industry to move
quickly to adopt HIPAA-ready technology. HIPAA was enacted by Congress and
signed into law in August, 1996. This act primarily addressed the protection of
health insurance coverage when an individual changed or lost their job. In
addition, HIPAA included the Administrative Simplification Act which was
intended to simplify and standardize the transmission of information between and
among health plans, providers and payors. At the same time the Act addressed the
privacy and security of an individual's health information.

The Act is implemented through regulations, some of which have been established
and some of which are still being formulated by the accountable federal
agencies. The earliest mandated implementation of any of the regulations is
October, 2002 for the transmission of certain information between health plans,
providers and payors.

The U.S. Department of Health and Human Services predicts that unifying the
health care market with a standardized technology solution would save the
industry over $29.9 billion during the next 10 years. However, there hasn't been
a universal technology solution that could enable one health care professional
to easily share information with another until eClickMD.

                      eClickMD's Uniqueness in the Industry

eClickMD believes that it is uniquely able to create economic motivators for
health care professionals. The efficiencies of moving patient documents
electronically reduces overhead, increases compliance and improves cash flow.
Physicians use the system's sophisticated management and tracking capability to
provide a HIPAA compliant audit trail of the time spent in Care Plan Oversight
(CPO) reviewing and approving patient documents. Prior to eClickMD, physicians
were hesitant to bill for Care Plan Oversight because of the risk associated
with having no proof of time spent reviewing and approving documents. eClickMD's
technology automatically tracks the time for the physician and provides
real-time reports as documentation for physician claims. This motivator, alone,
has resulted in significant interest among physicians.

Other eClickMD advantages are its security, simplicity, and affordability. The
Company's user-friendly technology requires no IT resources for implementation
or maintenance. Health care providers can install the software and begin using
the application in a matter of minutes. The software is a light-footprint,
Window's interface that resides on the client's computer with all the processing
and logic handled by eClickMD's secure server environment. Health care
professionals are provided a HIPAA-compliant workflow tool, with access to
archived documents, technical support, and real-time reports without the need or
the expense of an IT staff. The technology's simplicity enables health care
professionals to improve workflow efficiencies while generating an audit trail
of activities that result in HIPAA compliance.

                                       8
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------ ------------------------------------------------------
             HIPAA Compliance Challenges                                eClickMD Solutions

------------------------------------------------------ ------------------------------------------------------
<S>                                                    <C>
Limited Budgets                                        Affordable monthly subscription fees

------------------------------------------------------ ------------------------------------------------------
Limited Internal IS Resources                          24x7 technical site support
------------------------------------------------------ ------------------------------------------------------
Multiple Legacy Systems                                Open-platform technology using XML and HL7 standards
                                                       for easy integration
------------------------------------------------------ ------------------------------------------------------
Limited Technical Knowledge                            No Installation Required/ Light Footprint on Client
                                                       Side
------------------------------------------------------ ------------------------------------------------------
Limited Knowledge of HIPAA Requirements                System is based on HIPAA standards and requirements.
                                                       If using the eClickMD system, there is no additional
                                                       knowledge regarding HIPAA guidelines required to
                                                       maintain compliance.
------------------------------------------------------ ------------------------------------------------------
Limited Resources for Archiving Patient Data           All workflow documents passing through the platform
                                                       are archived for user access throughout the term of
                                                       the contract; archiving fees will be charged
                                                       subsequently.
------------------------------------------------------ ------------------------------------------------------
</TABLE>

                             The E-Commerce Business

Management believes that eClickMD, Inc. is the leader in HIPAA-compliant,
coordination of care technology for the health care industry. Home health care
executives founded the Company in 1996 to address inefficiencies in workflow
processes between agencies. That same year, the U.S. government released the
HIPAA Act that mandated Internet-based electronic storage and transmission of
patient data be standardized, secured, and subjected to rigorous privacy rules.
eClickMD quickly enhanced its digital certificate and e-signature technology to
comply with these HIPAA standards. Today, the Company has nine technology
patents pending encompassing over 150 specific claims for managing and
transmitting sensitive patient data. There are also over 400 health care
professionals moving in excess of 12,000 patient documents annually through the
eClickMD system.

Last November, the government released another security standard for patient
privacy mandating that health care providers maintain an audit trail of anyone
viewing or handling patient records. Failure to adhere to these regulations can
result in stiff legal and financial penalties to health care professionals as
early as 2003. Mainstream health professionals, who have procrastinated the
retooling of their practices, are now scrambling to secure an affordable
HIPAA-ready solution that offers quick implementation and "out-of-the-box"
usability. eClickMD is currently the only company with the technology,
experience and the industry knowledge to affordably meet this need.

In July of 2001, the Company began transitioning its peer-to-peer software
solution to a highly scaleable platform for mid to large-sized enterprises. This
new platform allows the Company to leverage its home health care and physician
network by adding connections to medical equipment companies, pharmacies,
nursing homes, hospice, hospitals, research communities, lab companies and
insurance payors.

One of the most significant advantages eClickMD has over other technology
companies is the ability to penetrate the coveted physician's desktop. Unlike
other HIPAA-compliant solutions that focus on the billing side of a practice,
eClickMD automates physician workflow at the point of patient-care management.
This difference enables health care professionals to meet regulatory compliance
without changing their normal workflow pattern. Typically, an intense paper or
fax transaction sequence occurs between physicians and providers to manage the
plan of care, report changes in condition, document verbal orders, report
clinical oversight and process billing activities. Physicians are attracted to
eClickMD's solution for its simplicity, convenience, and ability to generate
additional revenue through Care Plan Oversight (CPO) billing. This additional
source of Medicare revenue for reviewing and approving home health and hospice
patient orders is virtually untapped, and can add $30,000 or more a year to a
typical small practice.

In November of this year, Senator Jay Rockefeller and Congressman Pete Stark
introduced the Medicare Chronic Care Improvement Act of 2001(bill numbers H.R.
3188 and S.1589) to improve Medicare benefits, financing and oversight
structures for people with chronic conditions. This provides for Current
Procedural Terminology (CPT) codes to track "coordination of care" activities
and provides for reimbursement of such activities between healthcare providers
and physicians. For eClickMD, this is a significant opportunity. eClickMD's
software already tracks billable time and events under existing CPT and Health
Care Financing Administration (HCFA) Common Procedure Codes (HCPC) codes. The
ability to track billable time will allow physicians and other chronic care
providers to recognize additional revenue. Annually, over 100 million Americans
have chronic conditions. This will have a significant impact on our target
market.

                                  Our Products

eClickMD's technology solutions are Web service applications that are designed
to provide secure workflow and data exchange between health care professionals.
This secure electronic connection among local health professionals is unlike any
technology that currently exists within the health care industry. Home health
care groups, labs, nursing homes, hospitals, and pharmacies are all connected to
the physicians' desktop with a single technology solution. The Company's digital
certificate and e-signature technology enables health care organizations to
manage workflow processes easily and securely without the paper shuffle
typically associated with their business.

                                       9
<PAGE>

The Company takes advantage of an open-architecture, modular approach to
developing software, which significantly reduces cost and development time for
follow on applications and integrations with Original Equipment Manufacturers
(OEMs). eClickMD products include SecureMD(TM) for e-signature and secure
transmission of patient data, NetOASIS(TM) for assessment accuracy and
verification, and FACTS2000(TM) for forecasting and monitoring of nursing home
cash flow. To safeguard sensitive data, eClickMD employs digital certificates
and multi-level encryption technology.

In early November 2001, the Company began development of its third generation
software. The SecureCARE(TM) platform includes dynamic forms presentation and
new user features that are robust and user friendly. The eClickMD document
viewer and forms presentation engine has been designed to accommodate larger
enterprises in today's healthcare sectors. This new, third generation
technology, takes advantage of the Windows(R) look and feel that is most common
in today's healthcare environment, and utilizes the Internet as the back-end
communication pipeline to the eClickMD web services platform located in the data
center. The eClickMD database serves up robust dynamic forms through a small
Windows client interface that is updated every time the user begins utilizing
the application. User authentication and login is verified by standard PKI
(Public Key) with digital certificates. If the users name and password do not
match the digital certificates criteria then the users access is disallowed. The
digital certificate is stored in a certificate vault and is only used during the
current user session. eClickMD has filed for patent protection on the
certificate vault concept. This concept is truly innovative and allows for ease
of use and portability for the user. The certificate vault can accommodate other
digital certificates that are issued by other certificate authorities,
(Verisign(TM), Digital Trust(TM), Baltimore Security(TM), and many others). The
vault concept allows eClickMD to manage the certificates for the user. The third
generation software is based on data manipulation and presentation to the
dynamic forms. This concept will allow the Company to interface with already
available data from other healthcare software applications. The Company will be
able to interface with these large software vendors that have market penetration
already established and allows these vendors to become HIPAA compliant at the
same time. If the direct interface solution is not feasible or physically cannot
be implemented, the Company has developed a solution to accommodate this
problem. A printer driver that can be selected in all Windows(R) applications
that converts any document into a XML image that the SecureCARE(TM) platform can
interpret and make presentable to the user in an image of the form.
Signature/Date templates can be created on this form image and then sent on to
the physicians and nurses for signatures. In July of this year, the Company
began transitioning its peer-to-peer software solution to a highly scaleable
platform for mid to large-sized enterprises. This new platform allows the
Company to leverage its home health care and physician network by adding
connections to medical equipment companies, pharmacies, nursing homes, hospice,
hospitals, research communities, lab companies and insurance payors.

On November 15, 2000, the Company released its Internet based ASP software
product called ClickMD that enables health care providers to communicate and
validate pertinent and private information to physicians and other ancillary
providers while keeping the data secure and reducing costs typically incurred in
the time and expenses to communicate such information manually. This product
furnishes health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
ClickMD allows a home care provider to scan in an order and send it to a
physician. At the doctor's office, ClickMD alerts the physician with a "you've
got mail" type icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. ClickMD
automatically delivers the signed order back to the home care provider through
the ASP and automatically prints the order to be stored in the paper chart.
While the physician is reviewing orders, ClickMD can provide him or her with a
timing routine, which also feeds a database that furnishes per-patient oversight
billing reports.

In summary, an ASP model allows the Company to centralize technological
operations into a single, high capacity point of contact to customers through an
Internet connection. Customers can begin utilizing the software by a simple
login onto the Company's web interface and downloading a digital certificate and
minimal software. All of the database functions and product features are
available and accessed via an Industry standard web browser in a secure fashion.
All associated patient, physician, agency and other relevant data and
documentation is stored and accessed securely on and from the Company's
databases.

The Company's first product, DocLink, was released in January 1997. This product
furnishes health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
DocLink allows a home care provider to scan a medical order and send it to a
physician. At the doctor's office, DocLink alerts the physician with a "you've
got mail type" icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. DocLink
automatically delivers the signed order back to the home care provider and
automatically prints the order to be stored in the paper chart. While the
physician is reviewing orders, DocLink can provide him or her with a timing
routine, which also feeds a database that furnishes per-patient oversight
billing reports.

                                       10
<PAGE>

DocLink is a Microsoft Windows based application operational on currently
available versions of Windows and provides an electronic link between doctors
and home health care agencies to expedite the processing of paperwork. The
electronic link consists of original documents that must be electronically sent
to the physician, electronically signed by the physician, and returned to the
provider. A health care company clicks on a graphical button on a Windows screen
to scan a document into the software, and clicks on another graphical button to
send the orders/documents to the physician for review. The physician logs into
the system using his/her encrypted password and begins reading and signing the
orders with electronic signature verification on the screen. Once completed,
DocLink will automatically send this information back to the health care agency.
The Company's services reduce administrative paperwork, resulting in savings for
our clients and significantly expedite the reimbursement process, which directly
results in a lower average number of outstanding accounts receivable days for
our clients. Research has shown that most physicians and home health care
agencies currently neglect this portion of the process due to the overwhelming
difficulties and liabilities associated with the typical paper based process.
Utilizing our software, what was previously a difficult and tedious process is
now simplified and expedited into a significant income-producing component of a
physician's business practice through implementation of the Care Plan Oversight
billings.

Medicare increased CPO billing rates between 17% and 22% for the year 2000 to
get more physicians to bill and review documents coming from home health
agencies. Many physicians overlook the CPO billings, primarily due to the
increased paperwork to manually track the billing. In a research report prepared
for the Massachusetts Medical Society regarding care plan oversight charges from
Medicare, 89.8% of respondents do not submit these charges for payment. There is
a significant relationship between physician specialty and whether or not a
respondent submits this charge. However, a very low percentage of overall
respondents submit this charge. When asked, "Why not?" the majority of
respondents (57.6%) reported not being aware of this charge. Forty two percent
(42.4%) reported other reasons. The verbatim responses indicate that the
respondents do not submit this charge because: 1) the time required is not worth
the compensation, 2) they are not paid even when they do submit the charge, and
3) insufficient time is spent on care plan oversight. Fear of audit and lack of
billing system capability was also mentioned. Our software product, DocLink
automatically tracks the time spent and produces reports that can be used as the
source document for billing. DocLink solves these issues and has passed HCFA and
OIG (Office of Inspector General) audits conducted by the Federal Government.
Our browser based and significantly enhanced eClickMD product will incorporate
this functionality as well as features only feasible from a browser based ASP
solution.

On June 30, 2000, the Company acquired certain assets of LuRo Associates, dba
Health Tech, Inc., a developer of financial and accounting software designed for
the health care industry. The Company continues to market and support LuRo's
nursing home billing management software called Fact2000. The Company has one
employee in Michigan who performs support and marketing duties in a home office
environment.

In September 1999 the Company launched its first Internet site with its first
completely Web based application called net.Care. The software provides
verification as to whether services rendered to a patient are eligible for
reimbursement. net.Care is a Web-enabled product or service that was developed
by the Company in conjunction with several clinical and administrative
professionals in home health care to verify whether services rendered by a
provider to a patient are eligible for reimbursement. In 1999, the HCFA
implemented OASIS (the Outcomes Assessment Information Set). The program allows
home health care providers to upload an OASIS file which is a project
implemented by the HCFA. The primary focus of the project was to improve the
quality of care in home health care. However, OASIS has become the financial
determinant of reimbursement for home health care. OASIS determines eligibility
for Medicare as well as appropriateness of care and actual payment rates. There
are many instances in the assessment form that allows the home health care
agency to contradict other portions of the assessment, albeit minor, thereby
disallowing proper charges for payment. net.Care, as an audit tool is designed
to discover such discrepancies before the information is sent to the state
clinical regulatory agencies or HCFA. This allows changes to be implemented
prior to the submission of the data, all performed in minutes, where a manual
audit could take one to two hours.

This product reduces the labor costs associated with nurses spending several
hours reviewing data in a patient's paper chart and also the chances of claim
rejections for documentation deficiencies. net.Care is designed to detect
conflicting nursing responses, to assist with the coordination and preparation
of a patient's plan of care, to recognize patients who may not be eligible for
particular services, and to make suggestions for completion of the patient's
plan of treatment.

The Company has contracted with Inflow.net to house and maintain the Company's
server-farm which hosts our ASP application. Inflow.net's MAX architecture
begins with Inflow's direct connectivity to multiple Tier 1 backbones. Inside,
Inflow has built a fully redundant, self-healing network, which consistently
routes our customer traffic over the highest performance backbone. Inflow
engineers will constantly monitor and upgrade this architecture to stay ahead of
the bandwidth growth. If a backbone goes down, a local fiber gets cut or a
hardware component fails, eClickMD's customers can still access the application
through a sophisticated fail over system. Inflow will protect the network
perimeter with a security product called Check Point FireWall-1TM, stateful
inspection Internet firewall technology. Residing at the lowest software layer,
FireWall-1TM inspects every packet that crosses our link to the Internet. A
comprehensive inspection policy will significantly reduce the chances of
unauthorized access to our data and applications. FireWall-1TM does not affect
system performance and is transparent to authorized users and applications.

                                       11
<PAGE>

Currently, the eClickMD products are licensed to approximately 305 physicians
and 105 home health care agencies located in Texas, Louisiana, Mississippi,
Alabama, Oklahoma, North Carolina and South Carolina while net.Care is currently
being used in several areas of the country. Physicians are charged a small
monthly fee and home health care agencies are charged a base monthly rate based
on patient census. Typically, a rural home care agency has four to ten referring
physicians with which it exchanges documents while an urban home care agency
typically averages between twenty and thirty referring physicians. The Company's
market penetration strategy is to engage the home care agency as a client in an
area and then work directly with the agency to market to its current referring
physicians.

The Company intends to utilize the Internet to provide browser initiated
healthcare e-commerce solutions that facilitate the confidential, on-line
exchange of healthcare information for many participants in the healthcare
industry. Based on the technology and products in place, other applications can
be developed that will enhance the Company's position in both the physician's
office, home health agencies, and other providers such as nursing homes,
pharmacies, durable medical equipment providers, and information sites.

                              Intellectual Property

Management believes that the eClickMD business model and software products are
unique and patentable and the Company currently is working to secure patents and
the appropriate trademarks. The Company has already received patent pending and
trademark pending status on some of its current products and is currently filing
for intellectual property protection of current and envisioned product
developments and features. In October 2000 the Company was granted trademark
protection to eClickMD(R), the brand name of its primary product line. Nine (9)
applications for patents have been filed as conversions of the original
provisional patent filing. However, no assurance can be given that any patent
will be granted, that any patent granted will provide meaningful protection, or
that any patent granted to the Company will not be found to infringe upon any
patents granted to others.

                          Marketing and Sales Strategy

eClickMD seeks to reach its target market of 600,000 physicians, 5,000
hospitals, and 7,754 home health agencies through a direct sales channel,
private label relationships with management and billing software companies, and
carefully selected strategic partnerships within the health care community.
Private label relationships offer the Company a reduced cost of customer
acquisition and quick ramp up of revenue by leveraging third-party relationships
with providers. The Company's direct sales channel is initially focused in the
top six geographic areas (Dallas, Atlanta, San Francisco, Chicago, Philadelphia
and New York) where the highest concentration of physicians and Medicare
patients exists. The direct sales channel is made up of outside account
executives and inside sales support. Both of these sales teams work closely
together to attempt to penetrate a specific geographic area or cell, prior to
moving to the next. This sales concentration generates strong viral marketing
within the shortest span of time.

Due to the referral type of relationship that doctors have with other health
care providers, eClickMD enjoys a beneficial viral marketing advantage.
Typically, a physician has a referral relationship with five or more health care
providers. Or, a single home care agency, for example, can have a referral
relationship with as many as 30 doctors. Generally, so that all parties can
benefit, both the physicians and providers attempt to get each other connected
to the eClickMD system.

We will attempt to direct our efforts towards companies that offer products
which we perceive as complimentary to the eClickMD product offering. Examples
include alliance partner companies such as bConnected and Care Centric. These
companies have product offerings that benefit from a direct interaction with
physicians and provider offices within the eClickMD user network. We gain market
share and subscription revenues while maintaining control of the physician
interface thus allowing additional CPO and coordination of care billing
opportunities.

 Further leads are generated through an aggressive public relations strategy,
trade shows, permission-based email, direct mail, and print advertising. Trade
shows include providers in durable medical equipment, long-term care,
pharmaceutical and hospice care.

                                   Technology

The Company is currently designing software for the physician, long-term
facilities and home health care agencies that will track patient conditions and
assessments that generate verbal orders and standard form filings and billing
functions. The Company believes that it can position products into the Internet
medium to collect and distribute information, communicate, interact and engage
in commerce to overcome the historical technical barriers for connecting the
participants in the health care industry. However, the Company can give no
assurance that it will successfully develop these software products.

The Company will make its core products available through an industry standard
windows interface. The backend will consist of a series of Web servers that will
store and read data from a Sequential (SQL) database controlled by the Company.
Physicians and other health care providers will be served up a digital
certificate from the Company's certificate vault that will allow them access to
specific subsets of data (patients and documents) from the SQL database. Digital
certificates will allow the Company to use secure socket layer (SSL) between the
thin client application and the Web server with firewall protection to provide
maximum security for sensitive patient information. SecureCare allows providers
to enter patient demographics and documents into on-line Web forms. These forms
will be generated from standard Hypertext Markup Language (HTML) pages and the
data will be saved with attached security information in the SQL database. Many
of the other basic features of SecureCare such as reports, reviewing charts,
email, and employee management can also be handled from the thin client
interface.

                                       12
<PAGE>

The technology that the Company is developing will have built-in security
database elements in the system and it will maintain the required information to
support all functions, including login, availability of data, user privileges,
user activity and inactivity monitoring, access control, transaction routing,
billing, and error messaging. The security database is being designed to address
unauthorized disclosure of information, unauthorized modification of
information, loss of data integrity, and denial of service. The Company's system
will employ a variety of techniques in order to provide a comprehensive and
secure system, including 128-bit data encryption technology, firewall technology
among all sub-networks throughout the system, and systems to immediately
identify break-in attempts and automate lockouts if breaches are suspected. The
system architecture is being designed to support redundant network
infrastructure, web application, and database servers, system CPU's, and
databases to scale to customers' ultimate needs. In addition, the system will
work through any HTML browser supporting Java, ASP, VB and XML, which enable
rapid deployment of product extensions without installation of new client
software.

The Company warrants its products for 60 days and provides customer support, in
accordance with each customer's contractually agreed-upon service level, during
normal business hours. Customer support includes but is not limited to
procedural training and diagnostic assistance, installation assistance,
low-level systems and operating system assistance as well as providing
documentation on items described above.

                                   Competition

Since 1996, when the first HIPAA regulations were released, several attempts
have been made to lure physicians into standardized technology. Companies like
Healtheon/WebMD (Nasdaq: HLTH) promised cost savings to physicians by linking
insurers, labs and other providers throughout the country in a portal-buying
network. Others, like McKesson HBOC (NYSE:MCK), have focused on the automation
of billing systems to meet patient security guidelines. What many of these early
technology entrants failed to realize were the cultural issues inherent to
health care. Physicians rarely work with the billing side of the practice, so
capturing the 600,000 physicians' desktops through billing automation is
unlikely. Also, physicians prefer working with providers in their local area, so
global portal communities are not as likely to attract physicians. For example,
a physician in Houston is not interested in being connected to a lab, a
pharmacy, or a home health agency in New York City. The physician's practice
revolves around a localized community of providers. In order to gain physician
adoption for any Internet solution, the technology must provide connectivity to
the physician's local network.

eClickMD currently has few competitors. Competitors are split into two sectors:
Indirect competitors in the eHealth space, like Healtheon/WebMD and McKesson
HBOC; and two privately held direct competitors in the secure data exchange
market, Medicus in the home health care market and TrackMed in the durable
medical equipment market. Medicus and TrackMed provide data exchange technology
that requires redundant data input on the part of the users, but does not
support the HIPAA 2002 tracking requirements. Other companies, like
Healtheon/WebMD and McKesson HBOC in the B2B eHealth sector, are using their
strong equity currencies for acquisitions and signing partnerships to quickly
develop the front and back-ends of their transaction networks, with the
intention of shutting the door of opportunity for new entrants. Nevertheless,
market reports indicate that these organizations are finding that significant
hurdles need to be cleared regarding physician adoption on the front end. For
instance, although Healtheon/WebMD now has over 80,000 enrollees, the Company's
utilization statistics indicate that only about 6,000 physicians are actively
generating any transactions.

Physicians are proving reluctant to pay for services and even more unwilling to
change practice patterns without compelling financial incentives. While lack of
physician motivation to adopt and use new technology has been a problem,
eClickMD believes that it is uniquely positioned to turn that problem into an
opportunity. By using its Web services platform to facilitate communications and
automate the transactions that occur between health care providers and the
physician's office, eClickMD not only provides physicians the benefit of reduced
administrative costs but promises to do something that no other market
competitor can deliver at this time: to provide a means of enhancing physician
revenue through the documentation of billable services (CPO).

Management believes that the company will successfully compete based on the
following advantages:

o    Physician revenue increases product adoption

o    HIPAA and HL7 (Health Level Seven messaging standards) compliant

o    Web services model requiring no IT support or expensive implementation

o    Compliance data captured through existing workflow processes

o    Affordable monthly licensing fees

                              Government Regulation

Participants in the healthcare industry are subject to extensive and frequently
changing regulation at the federal, state and local levels. The Internet and its
associated technologies are also subject to government regulation. Many existing
laws and regulations, when enacted, did not anticipate the methods of healthcare
e-commerce the Company is developing. The Company believes, however, that these
laws and regulations may nonetheless be applied to the Company's healthcare
e-commerce business. The Company believes that its products adhere to all
applicable regulations including HCFA and HIPAA Internet based medical
e-commerce mandates. See Risk Factors above.

                                       13
<PAGE>

Current HIPAA Timelines:

HHS is continuing to develop, publish, and ratify rules regarding HIPAA. The
privacy rule was published on December 28, 2000. The compliance date is February
26, 2003.

Summary of the Current State of HIPAA Standards:

<TABLE>
<CAPTION>
========================================= =========================== ================================ ===========================
                Standard                         NPRM Published?            Final Rule Published?            Compliance Date
========================================= =========================== ================================ ===========================
<S>                                       <C>                         <C>                              <C>
Transactions and Code Sets                 Yes. 05/07/1998             Yes. 08/17/2000                  10/26/2002
========================================= =========================== ================================ ===========================
National Provider Identifier               Yes. 05/07/1998             No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
National Employer Identifier               Yes. 06/16/1998             No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
Security                                   Yes. 08/12/1998             No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
Privacy                                    Yes. 11/03/1999             Yes. 12/28/2000                  02/26/2003
========================================= =========================== ================================ ===========================
National Health Plan Identifier            No Expected Date            No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
Claims Attachments                         No Expected Date            No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
Enforcement                                No Expected Date            No Expected Date                 No Expected Date
========================================= =========================== ================================ ===========================
National Individual Identifier             On Hold                     On Hold                          On Hold
========================================= =========================== ================================ ===========================
</TABLE>

Current laws and regulations that may affect the healthcare e-commerce industry
relate to the following:

o    Confidential patient medical record information;

o    The electronic transmission of information from physicians' offices to
     agencies, pharmacies, and other healthcare providers;

o    The use of software applications in the diagnosis, cure, treatment,
     mitigation or prevention of disease;

o    Health maintenance organizations, insurers, healthcare service providers
     and/or employee health benefit plans; and

o    The relationships between or among healthcare providers.

                                    Employees

As of December 31, 2001, the Company had 17 full-time employees primarily
located in two offices which included 3 employees in systems development and
support, 8 employees in sales and customer support, 2 employees in finance and
accounting and 4 employees performing executive and administrative functions.
The Company also utilized two contract developers providing technology and other
operational services. The Company's ability to achieve its financial and
operational objectives depends on its ability to continue to attract, integrate,
retain and motivate highly qualified technical and customer support personnel. A
competitive environment exists for attracting such personnel. If the Company
expands operations, additional employees may be necessary.

ITEM 2. PROPERTIES

The Company's principal executive office is located in Austin, Texas in
approximately 7,000 square feet of leased office space. The company was notified
of the termination of the sub-lease agreement by GTECH Corporation
(sub-landlord), on July 11, 2001 with the lease agreement converted to a tenancy
at will arrangement. The company is now a tenant "at will" at a rate of $6,633
per month. The Company has held preliminary discussions with GTECH Corporation
regarding re-negotiation of a sub-lease agreement. The company believes that its
facilities are adequate for the Company's current operations and that additional
leased space can be obtained if needed.

ITEM 3. LEGAL PROCEEDINGS

Cause No. GN100323; 200th Judicial District Court of Travis County, Texas.
AmeriQuest Technologies, Inc. vs. eClickMD, Inc., filed January 31, 2001.
Lawsuit for collection of purchase price of computer equipment purchased by
eClickMD, Inc. totaling approximately $260,000. Subsequent to September 30, 2001
the company has submitted a lease agreement and payments to initiate a new lease
program on the above mentioned equipment. At the date of this filing the lease
agreement was approved and certain terms are under negotiation but no assurances
can be made that terms will be agreed upon.

Cause No. 3:OLV343LN; United States District Court, Southern District of
Mississippi. David Buck vs. eClickMD, Inc. The lawsuit, filed on May 8, 2001
alleges breaches of severence in an employment agreement. David Buck is seeking
damages of up to $197,200. The Company is negotiating a settlement offer at the
time of this filing and cannot estimate the amount of any settlement.

                                       14
<PAGE>

On October 17, 2001, in the United States District Court, Western District of
Texas, Austin Division, the Company filed a counter suit against David Buck,
Philip Mattingly, and John Griffin for breach of fiduciary duty, statutory and
common law fraud, and conversion of corporate funds and assets. One or more of
the defendants have been served. The Company has reached a settlement with John
Griffin and agreed to release him from this suit.

Cause No. A 01 CA 599 SS; United States District Court, Western District of
Texas, Austin Division. eClickMD, Inc. vs. Oxford Venture Fund, L.L.C. and Karim
Rajani. On September 14, 2001, the Company filed a complaint alleging the
defendants had received Company stock valued at over $1,525,000 for the purpose
of collateralizing financing for the Company. The defendant sold a portion of
the stock thereby converting it to their own use instead of using it for
collateral. The Company sought compensatory damages, exemplary damages and
injunctive relief. The defendant's appeared for a hearing to argue against the
Court's in personam jurisdiction over them as well as to argue against the need
for injunctive relief. On September 14, 2001, the Court granted a temporary
injunction against the defendants making sales of the Company's stock. At the
date of this filing, 1,800,000 shares are being restricted from transfer of
which 600,000 shares are held in certificate form by the transfer agent. The
defendants have filed their answer in this matter and the Company intends to
vigorously pursue this matter or seek settlement or summary judgement against
the defendants.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders of eClickMD, Inc., a Nevada corporation (the
"Company"), was held in Austin, Texas on December 20, 2001 for the following
purposes:

         1. To elect the Board of Directors;

         2. To ratify the appointment of King Griffin & Adamson P.C. as
independent auditors for the Company for the fiscal year ending December 31,
2001;

         3. To approve an amendment to the Company's 2000 Stock Option Plan (the
"Plan"), increasing the number of common shares authorized for issuance under
the Plan was increased by 1,693,990 shares, from 2,593,764 shares to 4,287,754
shares;

         Only stockholders of record at the close of business on November 16,
2001 were entitled to notice of and to vote at the meeting or any adjournment
thereof.


Marion Robert Rice, Andy W. McBee, Robert D. Corlin, and Gary D. Humberson were
the Board's nominees for election to the Board at the Annual Meeting. Each
director so elected will hold office until the next annual meeting of the
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal.

King Griffin & Adamson P.C was ratified as auditors for the Company for the
fiscal year ending December 31, 2001.

On August 16, 2000 the Board of Directors and Shareholders of the Company
approved the adoption of an employee stock option plan and a director stock
option plan (the Plan). At September 30, 2000, the Company had reserved
2,500,000 shares for issuance under these plans. The number of common shares
authorized for issuance under the Plan was increased by 1,693,990 shares, from
2,593,764 shares to 4,287,754 shares

Proxy votes were obtained from the holders of approximately 63% of the
outstanding voting capital stock, as of November 16, 2001, that ratified the
abovementioned items.

                                       15
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded on the OTC Bulletin Board. It is currently traded
under the symbol ECMD.OB. The following table sets forth the range of high and
low prices as reported on the National Quotation Bureau Pink Sheets for the
periods indicated. The quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions. Prior to the last fiscal year, the Company has had minimal or no
trading activity since 1995.

        Fiscal Year 2001                      High              Low
        --------------------------------------------------------------
        Quarter ended March 31                $5.00             $0.13
        Quarter ended June 30                 $3.25             $1.15
        Quarter ended September 30            $1.34             $0.16
        Quarter ended December 31             $0.65             $0.33

As of December 31, 2001, the Company had 1,408 holders of record of its Common
Stock.

The Company has not declared or paid cash dividends on its Common Stock and
presently has no plans to do so. Any change in the Company's dividend policy
will be at the sole discretion of the Board of Directors and will depend on the
Company's profitability, financial condition, capital needs, future loan
covenants, general economic conditions, future prospects and other factors
deemed relevant by the Board of Directors. The Company currently intends to
retain earnings for use in the operation and expansion of the Company's business
and does not anticipate paying cash dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere in
this Report on Form 10-KSB. The discussion in this section of this Report on
Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, those
discussed in Risk Factors and those discussed elsewhere in this Report on Form
10-KSB.

                                    Overview

eClickMD, Inc. is the leader in HIPAA-compliant, coordination of care technology
for the health care industry. Home health care executives founded the Company in
1996 to address inefficiencies in workflow processes between agencies. That same
year, the U.S. government released the HIPAA Act that mandated Internet-based
electronic storage and transmission of patient data be standardized, secured,
and subjected to rigorous privacy rules. eClickMD quickly enhanced its digital
certificate and e-signature technology to comply with these HIPAA standards.
Today, the Company has nine technology patents pending encompassing over 150
specific claims for managing and transmitting sensitive patient data. There are
also over 400 health care professionals moving in excess of 12,000 patient
documents annually through the eClickMD system.

                              Results of Operations

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues in fiscal year 2001 increased 32% to $438,708 from $332,980 in fiscal
2000. The increase in revenue was primarily the result of a full year's impact
of sales of the internet-based ClickMD product, introduced in October 2000. Also
contributing to increased revenue were higher sales of the Company's net.Care
Software coupled with a full year's impact of revenue resulting from the
acquisition of LuRo in June 2000. Partially offsetting these revenue increases
were lower sales of the Company's DocLink product. Since converting its products
to a browser-based ASP application in October, 2000, the Company has focused its
operational and marketing activities toward migration of its current customer
base from its original DocLink product to its ClickMD applications.

Operating expenses totaled $2,603,017 for the twelve months ended December 31,
2001 compared to $3,587,537 for the twelve months ended December 31, 2000. The
27 percent decrease in operating expenses was primarily attributable to lower
selling and marketing and general and administrative expenses. These reductions
resulted from staffing cuts combined with lower spending across certain sales
and marketing programs as the Company maximized available cash resources and
focused on technology development in 2001. In addition, during the 2000
reporting period, the Company closed its offices in Nashville, Tennessee thereby
reducing management and other related expenditures.

Interest expense for the twelve months ended December 31, 2001 was $1,780,340
compared to $265,034 for the year ended December 31, 2000. This increase
resulted primarily from the beneficial conversion features totaling $766,185 and
stock options totaling $451,206 related to debt issuances in 2001.

                                       16
<PAGE>

                         Liquidity and Capital Resources

At December 31, 2001 and 2000, the Company had outstanding convertible notes
totaling $163,000 that were issued in 1999. These notes, which carry a 12%
interest rate have a maturity of two years. These notes all matured in 2001 and
are currently due on demand with the exception of one note totaling $100,000
which was extended. The conversion rate is equal to one share of common stock
for each $2.00 of outstanding amount of principal plus accrued interest of the
note.

During 2000, the Company issued $1,841,100 convertible notes which bear interest
at 10%, have maturities from three to twelve months and expired through December
2001. The conversion rate on these notes is equal to the principal plus accrued
interest at the conversion date divided by the price per share of equity
instruments sold in the next equity financing transaction.

During 2001, the Company issued a total of $369,523 convertible notes to third
parties and $1,217,391 convertible notes to Gryphon Financial Services Corp. The
Gryphon notes are discussed in detail below. The $369,523 of convertible notes
bear interest at 10%, have maturities of 18 months and expire through 2003. The
conversion rate on these notes is equal to the lesser of a) 12.5% discount to
the market price at the time of conversion (the market price is defined as the
average of the closing bid and the ask price for the previous 10 trading days
prior to conversion) or b) one share of common stock for each $1.50 of
outstanding amount of principal plus accrued interest of the note.

In the second quarter of 2001, holders of 10% convertible notes payable totaling
$1,841,100 inclusive of accrued interest were given an Offer of Conversion which
allows the note holders to convert to 920,550 shares of common stock, based upon
a $2.00 per share stock price. At June 30, 2001 notes totaling $1,161,100 plus
$95,159 in accrued interest converted to 628,030 shares of common stock. In the
fourth quarter of 2001 holders of convertible notes totaling $266,877 plus
accrued interest of $1,058 converted to 920,889 shares of common stock.

In the third quarter 2001 accrued interest totaling $63,821 was exchanged for an
eighteen month note payable with monthly amortized payments at 12% interest.
Additionally, in the third and fourth quarter of 2001, the company made payments
totaling $5,750 on one of the convertible notes outstanding.

The Company has a line of credit at a bank in the amount of $360,000 that is
currently fully borrowed. The line of credit is due on demand, but if no demand
is made, at maturity in June 2002.

In October 2000, the Company borrowed $155,000 from an officer of the Company.
The note, which bore interest at 10% matured in 2001. In the third quarter of
2001, the note, plus accrued interest of $14,810 were exchanged for short term
and long-term notes payable of $100,000 (12% interest, 12 month note) and
$69,810 (12% interest, 18 month note), respectively.

In the fourth quarter of 2001, the Company issued a promissory note to one of
its employees in settlement of a termination without cause claim for $27,083.35.
This note bears 10% interest and is due and payable on June 1, 2002.

On December 21, 2001, the Company completed a private placement of notes and
warrants (the "Financing") pursuant to an Agency Agreement, dated as of August
20, 2001, between the Company and Gryphon Financial Services Corp. (the
"Placement Agent"). The aggregate gross proceeds of the Financing including the
over-allotment option was $1,217,391. The Company paid commissions of 8%, paid
certain expenses of the Financing and realized net proceeds of approximately
$1,092,108 on the Financing. The net proceeds of the Financing have or will be
utilized for general corporate, marketing and technology development purposes.
The Agency Agreement provided for up to an additional $250,000 of aggregate
principal amount of notes and warrants as an over-allotment option. Under the
terms of the Placement Agency Agreement, aggregate commissions of $100,691 were
paid and warrants to purchase and aggregate of 426,870 common shares were
issued.

As a condition of the Financing, certain officers, employees and founders of the
Company entered into lock-up agreements (the Lock-up Agreements) restricting
their sale or transfer of an aggregate of approximately 12,600,000 common shares
or common share equivalents subject to certain limitations.

Also as a condition of the Financing, the Company entered into a Consulting
Agreement with the Placement Agent which called for the payment of fees in the
form of 1,400,000 shares of common stock representing approximately 10% of the
outstanding shares of the company. The shares were issued to designees of the
Placement Agent which included family members of its principal.

In the Financing, the Company issued an aggregate of $1,217,391 of principal
amount of 5% senior promissory notes (Notes) having a 2-year maturity, to one
investor. The Notes are convertible into Shares of Common Stock after December
31, 2001 (subject to certain limitations) at 80% of the market price of the
Company's common stock at the time of conversion and are required to be prepaid
sin full in certain events, including the Company receiving equity financing of
$3,000,000. The Company records a charge for the fair value of beneficial
conversion features as the notes are issued. This beneficial conversion feature
is then amortized over the minimum period from the date of issuance to the
earliest conversion date (December 31, 2001). During 2001 the Company recorded
an expense of $766,185 related to the beneficial conversion feature for new
notes issued and $451,206 related to options granted in connection with the
debt. The Notes contain anti-dilution protection in certain events, including
the issuances of shares by the Company at less than market price or the
applicable conversion or exercise price.

                                       17
<PAGE>
The sole investor in the Financing, Gryphon Opportunity Fund I, LLC (the
"Investor"), also received warrants to purchase an aggregate of 436,239 shares
of common stock at an exercise price of $1.75 per share (the "Investor
Warrants"). The Investor Warrants expire in November and December of 2006. The
Investor Warrants contain anti-dilution protection in certain events, including
the issuances of shares by the Company at less than market price or the
applicable conversion or exercise price and specifically provide that, with
certain limited exclusions, if the Company shall issue any shares at prices
below the then exercise price of the Investor Warrants, the exercise price of
the Investor Warrants shall be adjusted to equal such issue price and the number
of shares issuable upon exercise of the Investor Warrants shall be
proportionately increased. At the time of the issuances of the 436,239 Investor
Warrants, the Company was required to issue an aggregate of 426,870 warrants of
similar tenor (the Agent's Warrants) to the Placement Agent. The Agent's
Warrants contain anti-dilution provisions that are like those in the Investor
Warrants.

Prior to the initial closings in the Financing, the Company received short-term
loans from the Investor, the Placement Agent or affiliated persons. These
short-term loans were repaid from the proceeds of the Financing and the lenders
received interest at 10% and an aggregate of 33,000 warrants at $.36 (the
"Warrants") as additional compensation for these short-term loans. The Investor
received 26,400 of the Warrants and the Agent received 6,600.

The Company entered into Registration Rights Agreements with the Investor and
the Placement Agent requiring it to file a registration statement covering the
resale of all shares of common stock issuable on conversion or exercise of the
Investor Warrants, the Agent's Warrants and the Notes no later than December 31,
2001 with an effectiveness deadline of March 1, 2002. The Registration Rights
Agreements also grant the Investor and the Placement Agent unlimited piggy-back
registration rights, subject to certain limitations. As of the date of this
filing, this Registration Rights Agreement has not been filed.

The Investor received the right to designate a member of the Company's Board of
directors who is entitled to sit on all board committees. The designee has not
been named at the date of this filing.

In summary, at December 31, 2001, the Company had outstanding convertible notes
totaling $163,000 which were issued in 1999 with a conversion rate of $2.00 per
share, $585,000 of convertible notes issued in 2000 with a conversion rate equal
to the principal plus accrued interest at the conversion date divided by the
price per share of equity instruments sold in the next financing transaction,
$1,217,391 of convertible notes issued in 2001 with a conversion rate of the
lower of $1.00 per share of common stock or 80 percent of the fair market value
of the common stock and $128,075 of convertible notes issued in 2001 with a
conversion rate equal to the lesser of a 12.5% discount to the market price or
$1.50 per share.

Subsequent to December 31, 2001, The Investor and Placement Agent have agreed,
effective April, 5, 2002, to convert $608,696 of principal from the
above-mentioned notes into 2,843,045 shares of common stock and to adjust the
conversion of the balance of the notes payable and any compounded interest to a
conversion price of $1.00 per share of common stock. The sole investor in the
Financing, Gryphon Opportunity Fund I (the "Investor"), also received warrants
to purchase an aggregate 436,239 shares of common stock and Gryphon Financial
Securities Corp, the Placement Agent, received an aggregate of 426,870 warrants
of similar tenor (the "Agent's Warrants"). Both the Investor and the Placement
Agent have agreed to change the exercise price of all the Investor and Placement
Agent Warrants to $1.00 and maintain the number of exercisable shares as
indicated on the face of the warrants without adjustment except for normal
anti-dilution provisions for stock splits, stock rights and stock dividends and
waive penalties for demand registration for six months and one year
respectively.

The Company has limited cash resources and intends to raise additional capital
through convertible debt and the issuance of preferred stock or additional
common stock. The Company believes the additional capital will allow it to
continue its marketing efforts in its core products and develop and market its
the new browser based version of its product, ClickMD . The availability of cash
through such resources is not assured and if the Company is not able to raise
enough cash to complete these goals, the Company might be forced to limit its
operations and marketing activities.

Net cash used by operating activities for 2001 and 2000 was $1,586,522 and
$2,326,628, respectively. The primary source of cash from operations was
increased revenues collected for the ClickMD software product, higher sales of
the Company's Safehaven software and a full year's impact on revenue of the
acquistion of LuRo in June 2000, offset by cash used for increased salaries and
compensation, development costs, occupancy expenses, and financing and marketing
related costs.

Net cash used in investing activities was $932 in 2001, compared to $358,558 in
2000. The decrease is primarily due to one time investments in 2000 for computer
equipment to support the development activities and infrastructure required by
the ClickMD Internet product.

Net cash provided by financing activities of $1,871,077 in 2001 and $2,115,001
in 2000 consists primarily of proceeds of private convertible debt.

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company sustained net losses
of $3,938,685 and $3,518,999 during the years ended December 31, 2001 and 2000,
respectively, and has accumulated losses through December 31, 2001 of
$8,635,274. Cash used in operating activities for the same periods aggregated
$1,586,522 and $2,326,628, respectively. Total liabilities at December 31, 2001
of $4,358,408 exceed total assets of $564,880. The Company's continued existence
depends upon the success of management's efforts to raise additional capital
necessary to meet the Company's obligations as they come due and to obtain
sufficient capital to execute its business plan. There can be no degree of
assurance given that the Company will be successful in completing additional
financing transactions.

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.

                                    Inflation

The Company believes that inflation generally has not had a material impact on
its operations or liquidity to date.

ITEM 7. FINANCIAL STATEMENTS

The consolidated financial statements of the Company are included herein
beginning on page F-1.

                                       18
<PAGE>

                                    PART III

ITEM 8. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the age and position of each of the Company's
executive officers, directors and key employees at December 31, 2001:

Name                    Age     Position
----                    ---     --------

Marion Robert Rice      48      Chief Executive Officer, President and Director

Deborah Kaufman         46      Chief Operations Officer

Robert Phillips         43      Chief Financial Officer

Jason Streit            29      Chief Technology Officer

Andy W. McBee           42      Assistant Secretary and Director

Richard Corlin, MD      61      Director

Gary Humberson          48      Director

Marion Robert (Bob) Rice is a co-founder of eClickMD, Inc. and has served as our
Chairman and Chief Executive Officer since September 1999. From 1993 to 1999,
Mr. Rice was a co-founder and Chief Executive Officer of Centratex Support
Services, Inc., a provider of homecare management consulting and billing
services. In 1993, Mr. Rice also co-founded Brady Health Care Services, Inc., a
corporation providing regional home care nursing services. In 1990, Mr. Rice
founded Countywide Insurance, a regional all line insurance agency. In 1996, he
co-founded and served as President of Venture Information Systems LLC as a
software development company which developed the Company's original product,
DocLink. In 1998, he founded and served as President of National Health Care
Information Systems, LLC.

Deborah Kaufman has served as our President and Chief Operations Officer since
January, 2002. She joined the Company as Chief Operations Officer in September
2001. Ms. Kaufman's primary areas of focus are operations, optimization,
performance improvement, and profitability enhancement, as well as building
sales and marketing efforts for eClickMD. Ms. Kaufman is a seasoned entrepreneur
with over 20 years experience in developing technology and content publishing
companies. Kaufman has founded five companies throughout her career, the most
recent of which is Embella, Inc., a technology infrastructure company for
broadband content and applications. Prior to Embella, Kaufman was co-founder and
President of IBT Technologies, one of the first e-learning technology companies
providing a Web services platform to adapt content based on user profiles and
device. At IBT, Kaufman was responsible for securing over $11 million in capital
from venture and investment banking funds. Kaufman grew the company from four
founders to 93 employees within one year. Kaufman also played a key role in
securing top accounts for the company in the healthcare sector such as Columbia
HCA, University of Texas Medical Branch, and AGA-Home Healthcare. These three
contracts were estimated at over $10 million in potential revenue. Earlier in
her career, Kaufman founded two traditional publishing companies: Dockery House
Publishing of Dallas, Texas, a boutique book publishing company targeting the
Fortune 1000; and Mountain Home Publishing, Inc. of Kerrville, Texas, a
healthcare publishing company targeting the geriatric market.

Robert Phillips has served the company as Chief Financial Officer since October
2001. Mr. Phillips is primarily responsible for providing financial and
strategic development. Previously, he had served as interim CFO of eClickMD as
well as served as a financial and operations consultant to several other
technology companies including Academic Software, BOXX Technologies,
ClubCastLive.com, Alive Interactive Media, IBT Technologies, BaraCompliance.com,
MatureMarkets.com and Prosuda.com. Prior to eClickMD, Mr. Phillips co-founded
e-Com Holdings, an Austin, Texas based venture development firm specializing in
early stage B2B e-commerce companies, after serving as Vice President and CFO
for San Francisco based Pacific Atlantic Group, an investment and international
holding firm. In addition to the value map based e-commerce strategy techniques
he developed and employed, his technical experience includes Internet software
development and programming of rule-based expert systems. He has 15 years of
financial management, SEC reporting, investment banking, marketing, and business
development experience. He holds an M.B.A. in Financial Management and B.B.A. in
Marketing from Texas A&M University.

Jason Streit has served the company as Chief Technical Officer since November
2000. Mr. Streit is primarily responsible for the design and execution of
eClickMD's technology platform. Mr. Streit's background in information systems
development is well regarded in the consulting industry. Prior to joining
eClickMD, Mr. Streit worked at Raymond James Consulting where he became Feature
Lead for Dell Computer Corporation and implemented coding standards and best
practices. In 1996, he spent three years working with USAA Insurance as Lead
Consultant and implemented coding and design standards still used within the
organization today. Previous to 1996, Mr. Streit worked with Lockheed Martin on
applications using Visual Basic, Access, and Crystal reports, and as an
independent contractor who developed a Visual Basic program that used Access as
a database to provide a GUI grade book with day-planner utilized by classroom
teachers.

                                       19
<PAGE>

Andy Wade McBee is a co-founder of eClickMD, Inc. and has served as a Director
and Assistant Secretary since September 1999. In 1993, Mr. McBee was a
co-founder of Centratex Support Services, Inc., a provider of homecare
management consulting and billing services. From 1993 to the present, he serves
as Director and President of Centratex Support Services, Inc. In 1996, he
co-founded and served as Secretary of Venture Information Systems LLC as a
software development company which developed the Company's original product,
DocLink. Over the past twenty years Mr. McBee has been responsible for
co-founding a number of companies primarily in the Health Care industry.

Dr. Corlin has been a director of eClickMD since September 23, 2000. Richard F.
Corlin, MD, a gastroenterologist in private practice in Santa Monica,
California, was elected President-Elect of the American Medical Association
(AMA) in June 2000. Prior to becoming President-Elect, Dr. Corlin served as
Speaker of the AMA's House of Delegates for five years. He has been active in
the affairs of the AMA for the past twenty years, having served for nine years
as a member and then Chair of the AMA Council on Long Range Planning and
Development. In 1992, Dr. Corlin was invited by the Secretary of Health and
Human Services, Dr. Louis Sullivan, to serve as a member of the Advisory
Committee to the Director of the National Institute of Health. Dr. Corlin served
as President of the California Medical Association (CMA) from 1992 to 1993, and
was Vice Speaker and Speaker of the CMA House of Delegates for nine years. He
has been a member of its Board of Trustees for twelve years and chaired numerous
committees of the CMA including the Finance Committee, the Liaison Committee to
State Hospital Medical Staffs, and was an active member of the CMA Speakers
Bureau on Tort Reform. Dr. Corlin is a graduate of Rutgers University, and
received his MD degree from Hahnemann Medical College. Following residency
training at Hahnemann, Dr. Corlin served as a Lt. Commander in the USPHS, Heart
Disease and Stroke Control Program from 1968 to 1970, and then took a
gastroenterology fellowship at UCLA. He is a fellow of the American College of
Physicians, is a member of both the American Gastroenterology Association and
the American Society of Internal Medicine, and is a Past President of the
Southern California Society of Gastrointestinal Endoscopy. He is also the
Chairman of the Audio Digest Foundation, and is an assistant clinical professor
at the University of California, Los Angeles, School of Medicine. Dr. Corlin,
resides in Santa Monica.

Gary D. Humberson has been a director of eCliCKMD since December 31, 2000. Mr.
Humberson's extensive background in operation, sales, and marketing in the
health care and insurance industries has afforded him the expertise and
experience to serve as a wealth of knowledge for companies in the industry. He
is currently the President and CEO of Interlink Home Health Care, Inc. a home
health services company. There he is responsible for the oversight of the
clinical and financial well being of the company with 14 offices located in
Texas, Louisiana, and Colorado with revenue exceeding $30 million annually.
Prior to Interlink, he served as National Marketing Director at Centratex Inc.
and was responsible for the marketing of Centratex's billing, management and
consulting services to home health care companies throughout the Southwest. Mr.
Humberson also spent several years with National Health Insurance Company where
he served as a Divisional Marketing Director marketing health, life, disability
and dental insurance programs within the states of Texas and Oklahoma to
individual and small businesses. He was also responsible for the development and
marketing efforts of a fifty-person sales team. Mr. Humberson currently resides
in Arlington, Texas

In connection with the Company's reorganization in September 1999, the existing
officers and directors of the Company resigned and were replaced by the current
slate of officers and directors. The Company paid no compensation during the
last three fiscal years to such former directors and officers. In August 2000,
the Company's shareholders approved the 2000 Directors Stock Option Plan which
designates options to purchase common stock to non-employee directors of the
Company.

                                       20
<PAGE>

The Company is not aware of involvement in any legal proceedings by its
directors or executive officers during the past five years that are material to
an evaluation of the ability or integrity of such director or executive officer.

The Company has standing audit and compensation committees of the Board of
Directors. These committees were established in December 2001.

Compliance with Section 16(a) of The Exchange Act.

No reporting person failed to file on a timely basis reports required by section
16(a) of the Exchange Act since such reporting persons became subject to such
reporting requirements during 2000.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                          Annual Compensation                                     Long Term Compensation
                          -------------------                                     ----------------------
                                                                                      Common Shares
                                                       Other          Restricted        Underlying
                                                       Annual        Stock Awards    Options Granted      All Other
Name and Position       Year    Salary     Bonus    Compensation          ($)           (# Shares)      Compensation
-----------------       ----    ------     -----    ------------          ---           ----------      ------------
<S>                     <C>     <C>        <C>      <C>              <C>             <C>                <C>
Marion R. Rice (1)      2001    $90,000     -0-          -0-              -0-               -0-              -0-
Chairman and CEO        2000    $90,000     -0-          -0-              -0-               -0-              -0-
                        1999    $13,333     -0-          -0-              -0-               -0-              -0-

Andy W. McBee (2)       2001    $ -0-       -0-          -0-              -0-               -0-              -0-
Asst. Secretary         2000    $32,500     -0-          -0-              -0-               -0-              -0-
Director                1999    $13,333     -0-          -0-              -0-               -0-              -0-

Dr. Richard Corlin(3)   2001    $ -0-       -0-          -0-              -0-               -0-              -0-
Director                2000    $ -0-       -0-          -0-              -0-             100,000            -0-
                        1999    $ -0-       -0-          -0-              -0-               -0-              -0-

Gary Humberson (4)      2001    $ -0-       -0-          -0-              -0-             100,000            -0-
Director                2000    $ -0-       -0-          -0-              -0-               -0-              -0-
                        1999    $ -0-       -0-          -0-              -0-               -0-              -0-

<FN>
(1)  Mr. Rice has served as President and Chief Executive Officer of eClickMD,
     Inc. since its reorganization in September, 1999. Mr. Rice's salary figure
     for 2000 includes $53,750 of accrued salary through December 31, 2000. Mr.
     Rice received cash compensation in Year 2001 of $7,500 and he accrued
     additional salary of $82,500 through December 31, 2001.

(2)  Mr. McBee has served as a director and Assistant Secretary since September
     1999.

(3)  Dr. Corlin has served as a director since September 23, 2000. He holds
     options to purchase 100,000 shares of common stock issued pursuant to the
     Company's 2000 Directors Option Plan. The options have an exercise price of
     $0.15 per share and expire August 2004. Dr. Corlin exercised 50,000 of
     these options on December 19, 2001.

(4)  Gary Humberson has served as a director since October 2, 2001. He was
     granted options to purchase 100,000 shares of common stock issued pursuant
     to the Company's 2000 Directors Option Plan. The options have an exercise
     price of $0.30 per share and expire October 2005.
</FN>
</TABLE>

The directors were not paid any monetary compensation for serving on the Board
of Directors. From time to time, we may engage certain members of the board of
directors to perform services on our behalf. In such cases, we compensate the
members for their services at rates no more favorable than could be obtained
from unaffiliated parties.

As permitted by Section 78.751 of the Nevada General Corporation Law, the
Company's Certificate of Incorporation includes a provision that eliminates the
personal liability of our directors for monetary damages for breach or alleged
breach of their fiduciary duty as directors. In addition, as permitted by
Section 78.751 of the Nevada General Corporation Law, the Company's Bylaws
provide that it may, in its discretion: (i) indemnify its directors, officers,
employees and agents and persons serving in such capacities in other business
enterprises (including, for example, its subsidiaries) at its request, to the
fullest extent permitted by law; and (ii) advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding.

                                       21
<PAGE>

ITEM 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of December 31, 2001 by (i) each of
our directors, (ii) each of our Executive Officers, (iii) each person who is
known by us to own beneficially more than 5% of the common stock and (iv) all
directors and officers as a group.

Name                                    Number of Shares      Percentage
----                                    ----------------      ----------
Marion Robert Rice                         3,532,225            20.6%
Andy Wade McBee                            2,389,446            13.9%
Donald Deshotels (2)                       1,199,917             7.0%
Sandra Denise Deshotels  (2)               1,199,917             7.0%
Sheila Kay Hemphill                        1,554,134             9.1%
Deborah Kaufman (3)                          150,000             0.9%
Robert Phillips (4)                          349,993             2.0%
Richard Corlin, MD (5)                       100,000             0.6%
Gary Humberson  (6)                          100,000             0.6%
LEP Capital, Inc. (7)                        931,034             5.4%

All Directors and Officers as a Group 6,617,464

(1)  The address for each of the above individuals is 201 East Main Street,
     Brady, Texas 78625, except for Mr. and Mrs. Deshotels whose address is 8200
     Cameron Road, Suite 170, Austin, Texas 78754 and Richard Corlin, MD whose
     address is 1301 20th Street, Suite 280, Santa Monica, CA 90404 and LEP
     Capital, Inc. whose address is 2024 South High, Brady Texas 76825.

(2)  Includes 1,199,917 shares held by Sandra D. Deshotels, the wife of Mr.
     Deshotels.

(3)  Includes currently exercisable options to purchase 150,000 shares of common
     stock granted under the Company's 2000 Stock Option Plan

(4)  Includes currently exercisable options to purchase 67,840 shares of common
     stock granted under the Company's 2000 Stock Option Plan

(5)  Includes currently exercisable options to purchase 100,000 shares of common
     stock granted under the Company's 2000 Director's Option Plan

(6)  Includes currently exercisable options to purchase 100,000 shares of common
     stock granted under the Company's 2000 Stock Option Plan

(7)  LEP Capital, Inc. is controlled by John Pittman

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In October 2000, the Company borrowed $155,000 from Marion Robert Rice, the
Company's Chief Executive Officer. The note which bore interest at 10% matured
in 2001. The note was collateralized by intellectual property of the company. In
the third quarter of 2001, the note, plus accrued interest of $14,810 was
exchanged for short-term and long-term notes payable of $102,977 (12% interest,
12 month note) and $69,810 (12% interest, 18 month note), respectively, both
collateralized by intellectual property of the Company.

Two shareholders, directors and officers of the Company also own stock of
Centratex, Inc. (Centratex) and are also officers of that company. During 2001
and 2000, Centratex Inc. incurred expenses on behalf of eClickMD, Inc. of
$19,236 and $8,000, respectively. Centratex, Inc. is a company owned by Marion
Robert Rice, the Company's CEO and Andy McBee, a director of the Company. The
Company has recorded an account payable to Centratex, Inc. in the amount of
$19,236 at December 31, 2001. Additionally, during 2001, the Company received
proceeds of $37,000 through the issuance of three convertible notes to
Centratex. The notes bear interest at 10% per annum, are convertible at $2.00
per share and mature in 2002.

At December 31, 2001, the Company has an outstanding convertible note payable to
an employee in the amount of $14,250. The note bears interest at 10% per annum,
is convertible at $2.00 per share and matures in 2002. Additionally, during 2001
the Company issued a promissory note to this employee in settlement of a
termination without cause claim for $27,083. This note bears interest at 10% per
annum and is due and payable on June 1, 2002.

The payable to related parties of $381,493 and $169,174 includes accrued officer
compensation of $330,293 and $169,174 at December 31, 2001 and 2000,
respectively.

ITEM 13. TREATMENT OF CERTAIN STOCK OPTIONS FOR DISPUTED SERVICES

In July 2001, the Company issued stock options as retainers for services and as
collateral for financing in connection with such services to Oxford Financial
and Mark Anthony Christini which were subsequently converted into common stock.
In September, 2001, the Company filed a complaint against Oxford Venture Fund,
L.L.C. and Karim Rajani alleging the defendants had received Company stock
options to purchase 275,000 shares as a retainer and for the purpose of
collateralizing financing for the Company, and that the defendants then sold a
portion of the stock thereby converting it to their own use instead of using it
for collateral. The Company sought compensatory damages, exemplary damages and
injunctive relief. The defendant's appeared for a hearing to argue against the
Court's in personam jurisdiction over them as well as to argue against the need
for injunctive relief. On September 14, 2001, the Court granted a temporary
injunction against the defendants making sales of the Company's stock. At the
date of this filing, 1,800,000 shares are being restricted from transfer of
which 600,000 shares are being held in certificate form by the transfer agent.
The defendants have not filed their answer in the matter and the Company intends
to seek a default judgment against the defendants. The company also issued
options to purchase an aggregate of 275,000 shares to Mark Anthony Christini as
a retainer in exchange for legal services associated with Oxford Venture Fund.
The options were converted to shares of common stock. Subsequently, Mr.
Christini became deceased before any services were rendered. The company plans
to seek recovery of such shares from the estate of Mr. Christini. The Company
expects to recover the before mentioned shares. Due to the circumstances
surrounding the issuance of the options and the subsequent dispute that has
arisen due to the failure of the optionees to perform according to the
agreement, no value has been recorded in the accompanying financial statements
related to the original issuance of the options. In the event that the shares
may not be recovered, the Company may incur an associated expense during the
reporting period in which the settlement occurs. Management believes the shares
indicated above will be recovered.

                                       22
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

The following Exhibits are incorporated by reference to the filing or are
included following the Index to Exhibits.

Number            Description
------            -----------

3.1      Articles of Incorporation of the Company (1)

3.2      Articles of Amendment to Articles of Incorporation (1)

3.3      Bylaws of Company (1)

4.1      5% Senior Convertible Promissory Note for $250,000 dated October 3,
         2001

4.2      5% Senior Convertible Promissory Note for $250,000 dated October 3,
         2001

4.3      Investor Warrant Agreement to purchase 210,674 shares dated October 3,
         2001

4.4      Investor Warrant Agreement to purchase 26,400 shares dated October 3,
         2001

4.5      Agent Warrant Agreement to purchase 239,955 shares dated October 3,
         2001

4.6      Agent Warrant Agreement to purchase 6,600 shares dated October 3, 2001

4.7      5% Senior Convertible Promissory Note for $500,000 dated November 30,
         2001

4.8      Investor Warrant Agreement to purchase 138,376 shares dated November
         30, 2001

4.9      Agent Warrant Agreement to purchase 110,701 shares dated November 30,
         2001

4.10     5% Senior Convertible Promissory Note for $217,391 dated December 22,
         2001

4.11     Investor Warrant Agreement to purchase 87,189 shares dated December 21,
         2001

4.12     Agent Warrant Agreement to purchase 80,214 shares dated December 21,
         2001

4.13     Form of Exchange Note Debenture Agreement with Conversion Privileges

10.1     Agency Agreement dated as of August 20, 2001 between the Company and
         the Placement Agent.

10.2     Consulting agreement between the Company and the Placement Agent dated
         October 3, 2001.

10.3     Form of Lock-Up Agreement

10.4     Investor Rights agreement dated October 3, 2001

10.5     Agent Rights agreement dated October 3, 2001

10.6     Subscription Agreement by and between the Company and each subscriber
         dated October 3, 2001.

10.7     Subscription Agreement by and between the Company and each subscriber
         dated November 30, 2001.

10.8     Subscription Agreement by and between the Company and each subscriber
         dated December 21, 2001.

10.9     Promissory Note, dated December 3rd 2001 by and between eClickMD, Inc.
         and the Commercial National Bank of Brady, in the amount of
         $360,000.00. (3)

10.10    Promissory note, dated October 18, 2000, by and between eClickMD, Inc.
         and Marion Robert Rice in the amount of 155,000.

21.1     Subsidiaries of the Company (2)

23.1     Signed Audit Report From King Griffin & Adamson P.C. (4)


(1)  Incorporated by reference to the Company's original registration statement
     on Form 10-SB, filed with the Securities Exchange Commission on January 11,
     1999, File No. 0-29804.

(2)  Incorporated by reference to the Company's Form 10-KSB, filed March 14,
     2000.

(3)  Incorporated by reference to the Company's Form 10-KSB, filed April 2, 2001

(4)  See page F-3.


(b)  REPORTS ON FORM 8-K

No Reports on form 8-K were filed by the company during the fourth quarter of
the period covered by this report.

Consolidated Financial Statements and Report of Independent Certified Public
Accountants

                                       23
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS........................   F-1

CONSOLIDATED FINANCIAL STATEMENTS

   Consolidated Balance Sheets at December 31, 2001 and 2000..............   F-2

   Consolidated Statements of Operations for the years ended December 31,
      2001 and 2000.......................................................   F-4

   Consolidated Statement of Changes in Shareholders' Deficit for the
      years ended December 31, 2001 and 2000..............................   F-5

   Consolidated Statements of Cash Flows for the years ended December 31,
      2001 and 2000.......................................................   F-6

   Notes to Consolidated Financial Statements.............................   F-7


                                        i
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
eClickMD, INC.

We have audited the accompanying consolidated balance sheets of eClickMD, Inc.
and Subsidiaries as of December 31, 2001 and 2000 and the related consolidated
statements of operations, changes in shareholders' deficit, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of eClickMD, Inc. and
Subsidiaries as of December 31, 2001 and 2000, and the consolidated results of
their operations and their consolidated cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note B, the accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company has experienced recurring losses and has liabilities significantly in
excess of assets at December 31, 2001. Additionally, the Company has generated
recurring negative cash flows from operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Unless the Company obtains additional financing, it will not be able to meet its
obligations as they come due and it will be unable to execute its long-term
business plan. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                                     KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
April, 17  2002

                                       F-1
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2001 and 2000

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                              2001              2000
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
Current assets
    Cash and cash equivalents                                             $    290,222      $      6,599
    Accounts receivable - trade, net of allowance for doubtful
    accounts of $31,706 and $31,451 at December 31, 2001
    and 2000, respectively                                                      16,543            12,056
    Prepaid expenses and other  current assets                                   5,802               351
                                                                          ------------      ------------
    Total current assets                                                       312,567            19,006

Property and equipment, net of accumulated depreciation of
  $296,007 and $141,459 at December 31, 2001 and 2000, respectively            252,313           405,931

Deferred financing fees, net of accumulated amortization of
  $476,137 and $57,865 at December 31, 2001 and 2000, respectively                  --            81,012
                                                                          ------------      ------------

    Total assets                                                          $    564,880      $    505,949
                                                                          ============      ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-2
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                           December 31, 2001 and 2000

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                              2001              2000
                                                                          ------------      ------------
<S>                                                                       <C>               <C>
Current liabilities
    Bank overdraft                                                        $         --      $     37,240
    Line of credit                                                             360,000           400,000
    Current notes payable (including $130,060 and
      $155,000 owed to related parties at December 31, 2001
      and 2000, respectively)                                                  152,307           185,705
    Convertible notes and debentures - current maturities
      (including $51,250 to related parties at December 31,
      2001)                                                                    174,350         2,004,100
    Customer deposits                                                               --            18,830
    Payable to related parties                                                 381,493           169,174
    Accounts payable (including $19,230 and $8,000 to a related
      party at December 31, 2001 and 2000, respectively)                       904,394           876,802
    Accrued payroll tax liabilities                                            129,649            19,458
    Other accrued liabilities                                                  213,294           167,606
                                                                          ------------      ------------
    Total current liabilities                                                2,315,487         3,878,915

Long-term notes payable (including $64,810 to related party)                   123,805

Long-term convertible notes and debentures                                   1,919,116                --

Shareholders' deficit
    Preferred stock - $0.001 par value; 15,000,000 shares authorized,
    no shares issued and outstanding                                                --                --
    Common stock - $0.001 par value; 50,000,000 shares authorized,
    17,121,368 and 11,875,289 shares issued and outstanding
    at December 31, 2001 and 2000, respectively                                 17,121            11,875
    Additional paid-in capital                                               5,100,419         1,313,748
    Receivable for the purchase of equity                                     (275,794)           (2,000)
    Accumulated deficit                                                     (8,635,274)       (4,696,589)
                                                                          ------------      ------------
    Total shareholders' deficit                                             (3,793,528)       (3,372,966)
                                                                          ------------      ------------

    Total liabilities and shareholders' deficit                           $    564,880      $    505,949
                                                                          ============      ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-3
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                       2001               2000
                                                                 ----------------   ----------------
<S>                                                              <C>                <C>
Revenues                                                                  438,708            332,980

Operating Expenses
   Cost of Service                                                        283,890            217,375
   Research & Development Costs                                           125,427            433,527
   Selling, General & Administrative                                    2,193,700          2,936,635
                                                                 ----------------   ----------------
   Operating Loss                                                      (2,164,309)        (3,254,557)

Other Income                                                                5,964                592
Interest Expense                                                       (1,780,340)          (265,034)
                                                                 ----------------   ----------------
   Net Loss                                                            (3,938,685)        (3,518,999)
                                                                 ================   ================

                                                                 ----------------   ----------------
Net loss per common share - basic and diluted                    $          (0.28)  $          (0.31)
                                                                 ================   ================

Weighted-average number of common shares outstanding - basic           14,005,640         11,337,908
                                                                 ================   ================
   and diluted
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                                                 eClickMD, Inc. and Subsidiaries

                                   CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
                                         For the years ended December 31, 2001 and 2000


                                                   Common Stock         Additional
                                            -------------------------     Paid-in      Accumulated       Notes
                                              Shares        Amount        Capital        Deficit      Receivable        Total
                                            -----------   -----------   -----------    -----------    -----------    -----------

<S>                                          <C>          <C>           <C>            <C>            <C>            <C>
Balances at December 31, 1999                11,111,111   $    11,111   $    (9,111)   $(1,177,590)   $    (2,000)   $(1,177,590)

   Acquisition of Luro assets                   145,000           145        69,118             --             --         69,263

   Conversion of debentures and
      payment of accrued interest               619,178           619     1,082,943             --             --      1,083,562

   Issuance of stock options and
      warrants for servcies                          --            --       170,798             --             --        170,798

   Net loss for the year                             --            --            --     (3,518,999)            --     (3,518,999)

                                            -----------   -----------   -----------    -----------    -----------    -----------
Balances at December 31, 2000                11,875,289        11,875     1,313,748     (4,696,589)        (2,000)    (3,372,966)

   Issuance of common stock for services      2,215,000         2,215       140,835             --             --        143,050

   Issuance of stock options and warrants
     for services                                    --            --       264,198             --             --        264,198

   Conversion of notes payable                1,548,919         1,549     1,522,645             --             --      1,524,194

   Exercise of options for cash                 213,544           214        31,818             --             --         32,032

   Exercise of options for notes              1,268,616         1,268       272,526             --       (273,794)            --

   Deferred financing fees                           --            --       337,260             --             --        337,260

   Embedded beneficial conversion
     feature of convertible notes                    --            --     1,217,389             --             --      1,217,389

   Net loss for the year                             --            --            --     (3,938,685)            --     (3,938,685)
                                            -----------   -----------   -----------    -----------    -----------    -----------

Balances at December 31, 2001                17,121,368   $    17,121   $ 5,100,419    $(8,635,274)   $  (275,794)   $(3,793,528)
                                            ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of this consolidated financial
statement.

                                       F-5
<PAGE>

                         eCLICKMD, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                       2001           2000
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Cash flows from operating activities
    Net loss                                                                       $(3,938,685)   $(3,518,999)
    Adjustments to reconcile net loss to net cash used in operating activities
       Depreciation                                                                    154,549         62,591
       Bad debt expense                                                                 70,954         86,729
       Stock issued for services                                                       143,050        170,798
       Stock options issued for services                                               264,198             --
       Loss on disposal of property and equipment                                           --         12,895
       Issuance of stock in lieu of interest                                                --         41,811
       Amortization of deferred financing fees                                         418,272         57,865
       Amortization of beneficial conversion feature of notes payable                1,217,389             --
    Increases and decreases in working capital accounts:
       Accounts receivable - trade                                                     (75,439)       (94,452)
       Prepaid expenses and other current assets                                        (5,451)          (176)
       Customer deposits                                                               (18,830)            --
       Accounts payable                                                                 27,592        727,925
       Accrued liabilities                                                             155,879        126,745
                                                                                   -----------    -----------
       Cash flows used in operating activities                                      (1,586,522)    (2,326,268)

Cash flows from investing activities
    Purchases of property and equipment                                                   (932)      (358,558)
                                                                                   -----------    -----------
       Cash flows used in investing activities                                            (932)      (358,558)

Cash flows from financing activities
    Bank overdraft                                                                     (37,240)        37,240
    Net payments on line of credit                                                     (40,000)            --
    Payments on convertible notes payable and debentures (including $5,750
       to a related party in 2001)                                                      (5,750)       (18,954)
    Borrowings on convertible notes payable and debentures (including
       $20,000 from a related party in 2001)                                         1,623,514      1,861,100
    Borrowings from related parties                                                    249,804        325,617
    Advances from shareholder                                                               --         90,000
    Repayment of advances from shareholder                                                  --        (90,000)
    Payments to related parties                                                        (38,500)      (143,502)
    Payments received on advances to related parties                                        --         53,500
    Borrowings on notes payable (including $43,392 from related parties in 2001)       203,213             --
    Payments on notes payable (including $1,711 to related parties in 2001)           (115,996)            --
    Exercise of stock options                                                           32,032             --
                                                                                   -----------    -----------
       Cash flows provided by financing activities                                   1,871,077      2,115,001

Net increase (decrease) in cash and cash equivalents                                   283,623       (569,825)

Cash and cash equivalents, beginning of year                                             6,599        576,424
                                                                                   -----------    -----------

Cash and cash equivalents, end of year                                             $   290,222    $     6,599
                                                                                   ===========    ===========

Supplemental disclosures for cash flow information:
    Cash paid during the year for:
       Interest                                                                    $    77,982    $   118,223
                                                                                   ===========    ===========

       Income taxes                                                                $        --    $        --
                                                                                   ===========    ===========


Non-cash investing and financing activities:
Purchase of Health Tech, Inc. with equity                                          $        --    $    69,263
                                                                                   ===========    ===========
Conversion of notes payable to common stock                                        $ 1,524,194    $ 1,041,750
                                                                                   ===========    ===========
Issuance of stock options for notes receivable                                     $   273,794    $        --
                                                                                   ===========    ===========
Property acquired through issuance of equity                                       $        --    $    86,050
                                                                                   ===========    ===========
Purchase of property with debt                                                     $        --    $    16,659
                                                                                   ===========    ===========
Accrual of deferred financing fees                                                 $        --    $   138,877
                                                                                   ===========    ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-6
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF THE BUSINESS

eClickMD, Inc. (the Company or eClick), a Nevada corporation incorporated on May
12, 1999, provides electronic transmittal, processing and data storage services
for the healthcare industry. The Company markets its services to customers
throughout the United States. The Company currently operates from locations in
Texas and Michigan. During 2000 the Company also operated from a facility in
Tennessee.

In September 1999, the Company, operating under the name Link.Com (Link),
entered into a reverse acquisition agreement with Center Star Gold Mines, Inc.
(CSGM), a publicly held shell Nevada Corporation. CSGM purchased 100% of the
Company's shares in a tax-free reorganization. CSGM issued 10,388,898 shares of
CSGM $0.001 par value common stock in exchange for all of the outstanding shares
of Link. For accounting purposes, the acquisition of Link.Com by CSGM is treated
as a recapitalization of Link with Link as the acquirer (a reverse acquisition).
Subsequent to the reverse acquisition, the name of Center Star Gold Mines, Inc.
was changed to Link.Com, Inc. Effective May 26, 2000, the Company changed its
name to eClickMD, Inc.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
eClickMD, Inc., and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. The Company provides for depreciation
of its property and equipment using the straight-line method over the estimated
useful life of the depreciable assets ranging from three to five years.
Maintenance and repairs are expensed as incurred. Replacements and betterments
are capitalized.

Depreciation and amortization expense for the years ended December 31, 2001 and
2000 were $154,549 and $62,591, respectively.

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS

The Company has purchased software products which it recorded at cost and is
amortizing on a straight-line basis over their estimated useful lives of 2 to 3
years. Costs incurred in the research and development of new software products
and enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological feasibility
is established, any additional costs are capitalized in accordance with SFAS No.
86, Accounting for the Costs of Computer Software to Be Sold, Leased or
Otherwise Marketed.

                                       F-7
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS (continued)

Because the Company believes that its current process for developing software is
essentially completed concurrently with the establishment of technological
feasibility, no software development costs have been capitalized as of December
31, 2001.

INCOME TAXES

Deferred income taxes, if significant, are provided for in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes
(SFAS 109). Under the asset and liability method, as prescribed by SFAS 109,
deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates applicable to future years
to differences between financial statement carrying amounts and the tax basis of
existing assets and liabilities. Under the asset and liability method, the
effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense or benefit is
the payable or refund for the period plus or minus the change during the period
in deferred tax assets and liabilities.

REVENUE RECOGNITION

The Company recognizes revenue from the licensing of its software products in
accordance with terms of licensing contracts. Software sales are recognized at
the time of delivery. Maintenance and service revenues are recognized ratably
over the contractual period or as the services are provided.

LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding for the year. Diluted net loss per
share is computed by dividing net loss by the weighted average number of common
shares and dilutive common stock equivalents outstanding for the year. Common
stock equivalents have been excluded from the computation since such inclusion
would have an anti-dilutive effect for the years ended December 31, 2001 and
2000.

STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and complies with the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation". Under APB
Opinion No. 25, compensation expense for employees is based on the excess, if
any, on the date of grant, between the fair value of the Company's stock over
the exercise price.

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services". All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.

                                       F-8
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.

Recent Accounting Pronouncements
--------------------------------

In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 supercedes SFAS 121, "Accounting for Long-Lived Assets and for
Long-Lived Assets to be Disposed Of" ("SFAS 121") and the accounting and
reporting provisions of the Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS 144 establishes a single accounting model, based
on the framework established by SFAS 121, for long-lived assets to be disposed
of by sale and resolved significant implementation issues related to SFAS 121.
SFAS 144 retains the requirements of SFAS 121 to recognize an impairment loss
only if the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flows and measure an impairment loss as the difference between
the carrying amount and the fair value of the asset. SFAS 144 excludes goodwill
from its scope, describes a probablility-weighted cash flow estimation approach,
and establishes a "primary-asset" approach to determine the cash flow estimation
period for groups of assets and liabilities. SFAS 144 is effective for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years, with early application encouraged. The Company believes the adoption of
SFAS 144 will not have a material impact on its financial position or results of
operations.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 "Business Combinations" which requires
the purchase method of accounting for business combination transactions
initiated after June 30, 2001.

In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets" ("SFAS 142"). Under the new rules,
goodwill and intangible assets that are deemed to have indefinite lives are no
longer amortized but are reviewed annually for impairment. The provisions of
SFAS 142 are required for fiscal years beginning after December 15, 2001,
although earlier adoption is permitted for companies with fiscal years beginning
after March 31, 2001, provided that no interim financial statements have been
issued. The Company will adopt the new standard effective January 1, 2002. The
Company believes the adoption of SFAS 142 will not have a material impact on its
financial position or results of operations.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with current year
presentation.

NOTE B - GOING CONCERN

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company sustained net losses
of $3,938,685 and $3,518,999 during the years ended December 31, 2001 and 2000,
respectively, and has accumulated losses through December 31, 2001 of
$8,635,274. Cash used in operating activities for the same periods aggregated
$1,586,522 and $2,326,268, respectively. Total liabilities at December 31, 2001
of $4,358,408 (including approximately $130,000 to the Internal Revenue Service
for delinquent payroll taxes) exceed total assets of $564,880. As of the date of
this report, the Company is unable to meet all of its short-term obligations as
they fall due because of shortages of cash, and has substantial amounts
outstanding with key vendors. In addition the Company has contingent
liabilities, as further discussed in Note O, that could impact its liquidity.

The Company's continued existence depends upon the success of management's
efforts to raise additional capital necessary to meet the Company's obligations
as they come due and to obtain sufficient capital to execute its business plan.
The Company intends to obtain capital primarily through issuances of equity. In
addition, the founding shareholders have agreed to sell personally owned shares
into the market (subject to regulatory limitation and limitations provided for
in the finances described in Note F) and loan the proceeds (net of taxes) to the
Company. There can be no degree of assurance given that the Company will be
successful in completing additional financing transactions or that the founding
shareholders will be successful in selling their shares.

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2001 and 2000 consists of the following:

                                                   2001          2000
                                                ---------       -------

         Computer equipment and software        $ 517,443     $ 516,513
         Furniture and office equipment            10,054        10,054
         Automobiles                               20,823        20,823
                                                ---------     ---------
                                                  548,320       547,390

         Less: Accumulated depreciation and
            amortization                         (296,007)     (141,459)
                                                ---------     ---------
         Net property and equipment             $ 252,313     $ 405,931
                                                =========     =========

NOTE D - LINE OF CREDIT

During September 1997, the Company entered into a revolving credit agreement
with a financial institution which provided for borrowings of up to $400,000.
Borrowings under the agreement bore interest at a variable rate equal to the
prime-lending rate in effect plus one percent (10.5% at December 31, 2000).
Principal and interest payments were due on demand, but if no demand was made,
at maturity. The Company renewed the agreement during April 2000 extending the
maturity date to October 2001. In October 2001, the company repaid $40,000 of
principal and $17,605 in accrued interest and restructured the revolving credit
agreement, providing for borrowings of up to $360,000 at a fixed interest rate
of 7.5%. Principal and interest payments are due on demand, but if no demand is
made, at maturity in June, 2002.

                                       F-9
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE E - NOTES PAYABLE

Notes payable at December 31, 2001 and 2000 consist of the following:

<TABLE>
<CAPTION>
                                                                                2001          2000
                                                                              --------      --------
<S>                                                                           <C>           <C>
Note payable to bank, payable in full in October 2002 at
   10.5%, unsecured                                                           $ 20,000      $ 20,000

Note payable to bank, payable in monthly installments through
   March 2002 at 10%, collateralized by an automobile                            2,247        10,705

Note payable to shareholder, at 10% with principal and interest due
   January 2001, collateralized by the intellectual property of the Company         --       155,000

Note payable to shareholder, at 10% with principal and interest due
   November 2002, collateralized by intellectual property of the Company       102,977            --

Note payable to shareholder, at 12% with principal and interest due
   May 2003, collateralized by intellectual property of the Company             69,810            --

Note Payable to creditor, payable in monthly installments through
   March 2003 at 12%, unsecured                                                 53,995            --

Note Payable to employee, payable in full in June 2002 at
   10%, unsecured                                                               27,083            --
                                                                              --------      --------
                                                                               276,112       185,705
Less current maturities                                                        152,307      (185,705)
                                                                              --------      --------

                                                                              $123,805      $     --
                                                                              ========      ========
</TABLE>

Future Maturities of notes payable at December 31, 2001 are as follows:

         2002                    152,307
         2003                    123,805
                                --------
                Total            276,112
                                ========

NOTE F - CONVERTIBLE NOTES AND DEBENTURES

At December 31, 2001 and 2000, the Company had outstanding convertible notes
totaling $163,000 that were issued in 1999. These notes, which carry a 12%
interest rate have a maturity of two years. These notes all matured in 2001 and
are currently due on demand with the exception of one note totaling $100,000
which was extended. The conversion rate is equal to one share of common stock
for each $2.00 of outstanding amount of principal plus accrued interest of the
note.

During 2000, the Company issued $1,841,100 convertible notes which bear interest
at 10%, have maturities from three to twelve months and expired through December
2001. The conversion rate on these notes is equal to the principal plus accrued
interest at the conversion date divided by the price per share of equity
instruments sold in the next equity financing transaction.

During 2001, the Company issued a total of $369,523 convertible notes to third
parties and $1,217,391 convertible notes to Gryphon Financial Services Corp. The
Gryphon notes are discussed in detail below. The $369,523 of convertible notes
bear interest at 10%, have maturities of 18 months and expire through 2003. The
conversion rate on these notes is equal to the lesser of a) 12.5% discount to
the market price at the time of conversion (the market price is defined as the
average of the closing bid and the ask price for the previous 10 trading days
prior to conversion) or b) one share of common stock for each $1.50 of
outstanding amount of principal plus accrued interest of the note.

In the second quarter of 2001, holders of 10% convertible notes payable totaling
$1,841,100 inclusive of accrued interest were given an Offer of Conversion which
allows the note holders to convert to 920,550 shares of common stock, based upon
a $2.00 per share stock price. At June 30, 2001 notes totaling $1,161,100 plus
$95,159 in accrued interest converted to 628,030 shares of common stock. In the
fourth quarter of 2001 holders of convertible notes totaling $266,877 plus
accrued interest of $1,058 converted to 920,889 shares of common stock.

In the third quarter 2001 accrued interest totaling $63,821 was exchanged for an
eighteen month note payable with monthly amortized payments at 12% interest.
Additionally, in the third and fourth quarter of 2001, the company made payments
totaling $5,750 on one of the convertible notes outstanding.

On December 21, 2001, the Company completed a private placement of notes and
warrants (the Financing) pursuant to an Agency Agreement, dated August 20, 2001,
between the Company and Gryphon Financial Services Corp. (the Placement Agent).
The aggregate gross proceeds of the Financing including the over-allotment
option was $1,217,391. The Company paid commissions of 8%, paid certain expenses
of the Financing and realized net proceeds of approximately $1,092,108 on the
Financing. The net proceeds of the Financing have or will be utilized for
general corporate, marketing and technology development purposes. The Agency
Agreement provided for up to an additional $250,000 of aggregate principal
amount of notes and warrants as an over-allotment option. Under the terms of the
Placement Agency Agreement, aggregate commissions of $100,691 were paid and
warrants to purchase an aggregate of 426,870 common shares were issued.

As a condition of the Financing, certain officers, employees and founders of the
Company entered into lock-up agreements (the "Lock-up Agreements") restricting
their sale or transfer of an aggregate of approximately 12,600,000 common shares
or common share equivalents subject to certain limitations.

Also as a condition of the Financing, the Company entered into a Consulting
Agreement with the Placement Agent which called for the payment of fees in the
form of 1,400,000 shares of common stock representing approximately 10% of the
outstanding shares of the Company. The shares which were valued at $462,000,
were issued to designees of the Placement Agent which included family members of
its principal.

In the Financing, the Company issued an aggregate of $1,217,391 of principal
amount of 5% senior promissory notes (Notes) having a 2-year maturity, to one
investor. The Notes are convertible into Shares of Common Stock after December
31, 2001 (subject to certain limitations) at 80% of the market price of the
Company's common stock at the time of conversion and are required to be prepaid
in full in certain events, including the Company receiving equity financing of
$3,000,000. The Company records a charge for the fair value of beneficial
conversion features as the notes are issued. This beneficial conversion feature
is then amortized over the minimum period from the date of issuance to the
earliest conversion date (December 31, 2001). During 2001 the Company recorded
an expense of $766,185 related to the beneficial conversion feature for new
notes issued and $451,206 related to options granted in connection with the
debt. The Notes contain anti-dilution protection in certain events, including
the issuances of shares by the Company at less than market price or the
applicable conversion or exercise price.

The sole investor in the Financing, Gryphon Opportunity Fund I, LLC (the
Investor), also received warrants to purchase an aggregate of 436,239 shares of
common stock at an exercise price of $1.75 per share (the Investor Warrants).
The Investor Warrants expire in November and December of 2006. The Investor
Warrants contain anti-dilution protection in certain events, including the
issuances of shares by the Company at less than market price or the applicable
conversion or exercise price and specifically provide that, with certain limited
exclusions, if the Company shall issue any shares at prices below the then
exercise price of the Investor Warrants, the exercise price of the Investor
Warrants shall be adjusted to equal such issue price and the number of shares
issuable upon exercise of the Investor Warrants shall be proportionately
increased. At the time of the issuances of the 436,239 Investor Warrants, the
Company was required to issue an aggregate of 426,870 warrants of similar tenor
(the Agent's Warrants) to the Placement Agent. The Agent's Warrants contain
anti-dilution provisions that are like those in the Investor Warrants.

Prior to the initial closings in the Financing, the Company received short-term
loans from the Investor, the Placement Agent or affiliated persons. These
short-term loans were repaid from the proceeds of the Financing and the lenders
received interest at 10% and an aggregate of 33,000 warrants at $.36 (the
"Warrants") as additional compensation for these short-term loans. The Investor
received 26,400 of the Warrants and the Agent received 6,600.

                                      F-10
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

The Company entered into Registration Rights Agreements with the Investor and
the Placement Agent requiring the Company to file a registration statement
covering the resale of all shares of common stock issuable on conversion or
exercise of the Investor Warrants, the Agent's Warrants and the Notes no later
than December 31, 2001 with an effectiveness deadline of March 1, 2002. The
Registration Rights Agreements also grant the Investor and the Placement Agent
unlimited piggy-back registration rights, subject to certain limitations.

The Investor received the right to designate a member of the Company's Board of
directors who is entitled to sit on all board committees. The designee has not
been named at the date of this filing.

In summary, at December 31, 2001, the Company had outstanding convertible notes
totaling $163,000 which were issued in 1999 with a conversion rate of $2.00 per
share, $585,000 of convertible notes issued in 2000 with a conversion rate equal
to the principal plus accrued interest at the conversion date divided by the
price per share of equity instruments sold in the next financing transaction,
$1,217,391 of convertible notes issued in 2001 with a conversion rate of the
lower of $1.00 per share of common stock or 80 percent of the fair market value
of the common stock and $128,075 of convertible notes issued in 2001 with a
conversion rate equal to the lesser of a 12.5% discount to the market price or
$1.50 per share.


NOTE G - LEASE COMMITMENTS

The Company leases certain office equipment under various non-cancelable
operating lease agreements which expire through September 2003. Rent expense
totaled $79,596 and $67,862 (including $4,000 to related parties) for the years
ended December 31, 2001 and 2000, respectively.

Future minimum lease payments under non-cancelable operating leases at December
31, 2001 are as follows:


                2002                                $  28,687
                2003                                   13,600
                                                    ---------
                Total                               $  42,287
                                                    =========


NOTE H - DEFERRED FINANCING FEES

During the year ended December 31, 2001, the Company incurred $337,260 of costs
($462,000 value of stock issued less portion related to options attached to debt
of $124,740) in connection with the securing of the convertible notes described
in Note F and $81,012 is expenses resulting from the amortization of fees
capitalized in 2000. The Company recognizes finance fees and has amortized the
cost over the minimum period from the date of issuance to the earliest
conversion date. At December 31, 2001, these deferred financing fees have been
fully amortized.

                                      F-11
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE I - INCOME TAXES

At December 31, 2001 and 2000 deferred tax assets and liabilities are comprised
of the following:


                                               2001           2000
                                           -----------    -----------

         Current deferred tax asset             10,780             --
         Non-current deferred tax asset      2,074,610      1,370,043
         Less: Valuation allowance          (2,085,390)    (1,370,043)
                                           -----------    -----------

         Net deferred tax asset            $        --    $        --
                                           ===========    ===========


Non-current deferred tax assets principally result from net operating losses and
expenses recorded for stock transactions, offset by deferred finance charges.
The current deferred tax asset results from the allowance for doubtful
receivables which is not currently deducted for federal tax reporting purposes.
The deferred tax assets have a 100% valuation allowance due to the uncertainty
of generating future taxable income.

Differences between the statutory federal income tax rate and the effective rate
for the years ended December 31, 2001 and 2000 are as follows:


                                                           2001     2000
                                                           ----     ----

         Income tax provision at statutory rate            34.0%    34.0%
         Change in valuation allowance                    (18.2)   (31.6)
         Amortization of beneficial conversion            (13.4)      --
         Stock compensation                                (2.3)    (2.1)
         Other                                             (0.1)    (0.3)
                                                          -----    -----
                                                            0.0%     0.0%
                                                          =====    =====


The Company has a net operating loss carryover of approximately $6,102,000 at
December 31, 2001. The net operating loss carryover, which is subject to annual
limitations as prescribed by the Internal Revenue Code, will expire as follows:


         2019                                          $   671,000
         2020                                            3,358,000
         2021                                            2,073,000
                                                       -----------

         Total losses                                  $ 6,102,000
                                                       ===========


NOTE J - SHAREHOLDERS' DEFICIT

On September 23, 1999, the Board of Directors of the Company approved a reverse
split of the outstanding common shares at the rate of one share for every 4.5
shares outstanding. Shareholders representing a majority of the outstanding
shares of common stock approved such actions, subject to the notification of the
shareholders as required by the rules and regulations of the Securities and
Exchange Commission. The split became effective March 7, 2000. Share and per
share data for all periods presented herein have been adjusted to give effect to
the stock split.

On May 26, 2000, the shareholders of the Company authorized 15,000,000 shares of
preferred stock. No preferred shares were issued as of December 31, 2001 or
2000.

                                      F-12
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE K - STOCK OPTIONS AND WARRANTS

The Company approved a stock option plan for employees and other service
providers and has reserved 2,000,000 shares of common stock for issuance under
this Plan. At a meeting of the shareholders on August 16, 2000, the shareholders
authorized a stock option plan for non-employee directors of the Company (the
Director Plan). The Board authorized the issuance of up to 500,000 shares of
common stock under the Director Plan of the Company. The exercise price of each
option granted may not be less than the fair market value of common stock at the
date of grant, without prior approval of the Board of Directors. Options are
exercisable according to the terms set out in the option agreement, not to
exceed ten years. At December 31, 2001, 1,935,225 and 150,000 options were
outstanding under the employee and director plans respectively.

In addition, the Company has issued stock purchase warrants outside of these
plans to service providers as compensation for services provided to the Company.

A summary of changes in the Company's options and purchase warrants follows:

<TABLE>
<CAPTION>
                                 Compensatory                Non Compensatory       Combined Total
                                 ------------                ----------------       --------------
                                           Weighted                      Weighted
                                           Average                       Average
                             Options       Exercise        Options       Exercise
                          and Warrants      Price       and Warrants      Price        Options
                          ------------      -----       ------------      -----        -------
<S>                         <C>              <C>            <C>            <C>        <C>
Outstanding at 12/31/99            --          --                --          --              --
Granted                     3,511,385        0.13                --          --       3,511,385
Exercised                          --          --                --          --              --
Forfeited                    (275,000)       0.15                --          --        (275,000)
                            ---------                     ---------                   ---------
Outstanding at 12/31/00     3,236,385        0.13                --                   3,236,385
Granted                     2,469,270        0.49           599,839        1.74       3,069,109
Exercised                  (1,482,160)       0.15                --          --      (1,482,160)
Forfeited                          --          --                --          --              --
                            ---------        ----         ---------        ----       ---------
Outstanding at 12/31/01     4,223,495        0.34           599,839        1.74       4,823,334
                            =========        ====         =========        ====       =========
</TABLE>


The following table summarizes information about compensatory options and
purchase warrants outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                    Options/Warrants Outstanding                         Options/Warrants Exercisable
                    ----------------------------                         ----------------------------
                                    Weighted Avg.
   Range of          Number           Remaining        Weighted Avg.      Number         Weighted Avg.
Exercise Prices    Outstanding    Contractual Life    Exercise Price    Exercisable    Exercisable Price
---------------    -----------    ----------------    --------------    -----------    -----------------
<S>                 <C>               <C>                  <C>           <C>                 <C>
 $0.001-$1.75       4,223,495         4.2 years            $0.34         2,519,994           $0.23
</TABLE>


The following table summarizes information about non-compensatory options and
purchase warrants outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                    Options/Warrants Outstanding                         Options/Warrants Exercisable
                    ----------------------------                         ----------------------------
                                    Weighted Avg.
   Range of          Number           Remaining        Weighted Avg.      Number         Weighted Avg.
Exercise Prices    Outstanding    Contractual Life    Exercise Price    Exercisable    Exercisable Price
---------------    -----------    ----------------    --------------    -----------    -----------------
<S>                 <C>               <C>                  <C>             <C>               <C>
$0.36 - $1.75        599,839          4.3 years            $1.74           599,839           $1.74
</TABLE>


The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), in accounting for its compensatory options. The options
granted in 2001 have exercise prices which approximate or exceed fair value and,
accordingly, no compensation cost has been recognized for its compensatory stock
options in these financial statements.

                                      F-13
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE K - STOCK OPTIONS AND WARRANTS (Continued)

Had compensation cost for the Company's stock options been determined consistent
with FASB statement No. 123, Accounting for Stock Based Compensation, the
Company's net loss and net loss per share would have been increased to the pro
forma amounts indicated below for the year ended December 31, 2001:


         Net Loss               As reported                $ (3,938,685)
                                Pro forma                  $ (3,989,284)

         Loss per share         As reported (basic
                                   and diluted)            $      (0.28)
                                Pro forma                  $      (0.29)


The fair value of each option/warrant grant is estimated on the date of grant
using the Black-Scholes option-pricing model. The following assumptions were
used for grants in 2001; dividend yield at 0%, expected volatility at 397%, risk
free interest rate of 6.5% over a 1-3 year period, and an expected life of 5
years. The following assumptions were used for grants in 2000; dividend yield at
0%, expected volatility at 49%, risk free interest rate of 6.5% over a 1-3 year
period, and an expected life of 5 years. The weighted average grant date fair
value of options issued during 2001 and 2000 was $0.55 and $0.11 per share,
respectively.

NOTE L - RELATED PARTY TRANSACTIONS

The payable to related parties of $381,493 and $169,174 includes accrued officer
compensation of $330,293 and $169,174 at December 31, 2001 and 2000,
respectively.

Two shareholders, directors and officers of the Company also own stock of
Centratex, Inc. (Centratex) and are also officers of that company. During 2001
and 2000, Centratex Inc. incurred expenses on behalf of eClickMD, Inc. of
$19,236 and $8,000, respectively. Centratex, Inc. is a company owned by Marion
Robert Rice, the Company's CEO and Andy McBee, a director of the Company. The
Company has recorded an account payable to Centratex, Inc. in the amount of
$19,236 at December 31, 2001. Additionally, during 2001, the Company received
proceeds of $37,000 through the issuance of three convertible notes to
Centratex. The notes bear interest at 10% per annum, are convertible at $2.00
per share and mature in 2002.

In October 2000, the Company borrowed $155,000 from Marion Robert Rice, the
Company's Chief Executive Officer. The note which bore interest at 10% matured
in 2001. The note was collateralized by intellectual property of the Company. In
the third quarter of 2001, the note, plus accrued interest of $14,810 was
exchanged for short-term and long-term notes payable of $102,977 (12% interest,
12 month note) and $69,810 (12 % interest, 18 month note), respectively, both
collateralized by intellectual property of the Company.

At December 31, 2001, the Company has an outstanding convertible note payable to
an employee in the amount of $14,250. The note bears interest at 10% per annum,
is convertible at $2.00 per share and matures in 2002. Additionally, during 2001
the Company issued a promissory note to this employee in settlement of a
termination without cause claim for $27,083. This note bears interest at 10% per
annum and is due and payable on June 1, 2002.

                                      F-14
<PAGE>

                         eClickMD, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000

NOTE M - CONCENTRATIONS OF CREDIT RISK

The Company extends unsecured credit in the normal course of business to
virtually all of its customers. The Company's accounts receivable are subject to
potential credit risk. The Company has provided an allowance for doubtful
accounts which reflects its estimates of uncollectible amounts. The maximum
exposure assuming non-performance by the debtors is the amount shown on the
balance sheet at the date of non-performance.

At December 31, 2001 and 2000, no customers accounted for 10% or more of
revenues or accounts receivable.

Cash is maintained in financial institutions which, at times, may exceed Federal
Deposit Insurance Corporation insured amounts. However, the Company mitigates
its risk by maintaining its cash in high quality credit institutions

NOTE N - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, Disclosure About Fair Value
of Financial Instruments, requires disclosure about the fair value of all
financial assets and liabilities for which it is practicable to estimate. At
December 31, 2001 and 2000 the carrying value all of the Company's accounts
receivable, accounts payable and accrued liabilities approximate fair value
because of their short-term nature.

Lines of credit and other debt carrying values approximate fair values based on
the borrowing rates currently available to the Company for loans with similar
terms.

NOTE O - CONTINGENCIES

Certain officers and employees who were previously employed by the Company and
were parties to employment contracts were terminated during the fourth quarter
of 2000. One of these employees has filed suit against the Company. The outcome
of this dispute and of these terminations is unknown at this time, but could
materially affect these consolidated financial statements. No provision has been
made in these consolidated financial statements concerning this contingency.

The Company is indebted to a vendor for the purchase of computer equipment in
the amount of approximately $260,000 which is included in accounts payable in
the accompanying balance sheet. The vendor has filed a suit to collect payment.
If the Company were obligated to surrender this equipment it could cause a
disruption in its business, which could materially impact these consolidated
financial statements.

Note P - SUBSEQUENT EVENTS

Subsequent to December 31, 2001, the Investor and Placement Agent have agreed,
effective April, 5, 2002, to convert $608,696 of principal from the
above-mentioned notes into 2,843,045 shares of common stock and to adjust the
conversion of balance of the notes payable and any compounded interest to a
conversion price of $1.00 per share of common stock. Both the Investor and the
Placement Agent have agreed to change the exercise price of all the Investor and
Placement Agent Warrants to $1.00 and maintain the number of exercisable shares
as indicated on the face of the warrants without adjustment except for normal
anti-dilution provisions for stock splits, stock rights and stock dividends and
waive penalties for demand registration for six month and one year respectively.

                                      F-15
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

eClickMD, Inc.



Date:  April 23, 2002                  By: /s/ MARION ROBERT RICE
                                           ----------------------
                                           Marion Robert Rice,
                                           President and CEO



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.



NAME                               TITLE                          DATE SIGNED

By: /s/ MARION ROBERT RICE         Director, CEO and President    April 23, 2002
    -------------------------      (Principal Executive,
    Marion Robert Rice             Financial and Accounting
                                   Officer)

By: /s/ ANDY W. MCBEE              Director and Assistant         April 23, 2002
    -------------------------      Secretary
    Andy W. McBee

By: /s/ RICHARD F. CORLIN          Director                       April 23, 2002
    -------------------------
    Richard F. Corlin, MD

By: /s/ GARY HUMBERSON             Director                       April 23, 2002
    -------------------------
    Gary Humberson


Supplemental information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-Reporting Issuers:  Not Applicable.